<SEC-DOCUMENT>0001193125-25-328728.txt : 20251222
<SEC-HEADER>0001193125-25-328728.hdr.sgml : 20251222
<ACCEPTANCE-DATETIME>20251222160830
ACCESSION NUMBER:		0001193125-25-328728
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		32
CONFORMED PERIOD OF REPORT:	20251222
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20251222
DATE AS OF CHANGE:		20251222

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ANNALY CAPITAL MANAGEMENT INC
		CENTRAL INDEX KEY:			0001043219
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		ORGANIZATION NAME:           	05 Real Estate & Construction
		EIN:				223479661
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13447
		FILM NUMBER:		251592495

	BUSINESS ADDRESS:	
		STREET 1:		1211 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036
		BUSINESS PHONE:		212 696 0100

	MAIL ADDRESS:	
		STREET 1:		1211 AVENUE OF THE AMERICAS
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10036

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ANNALY MORTGAGE MANAGEMENT INC
		DATE OF NAME CHANGE:	19970729
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d93819d8k.htm
<DESCRIPTION>8-K
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<td style="vertical-align:top;text-align:center"><ix:nonNumeric name="dei:Security12bTitle" contextRef="duration_2025-12-22_to_2025-12-22_us-gaap-StatementClassOfStockAxis_nly-A6.50SeriesGFixedtoFloatingRateCumulativeRedeemablePreferredStockMember" id="ixv-498">6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock</ix:nonNumeric></td>
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<td style="vertical-align:top;text-align:center"><ix:nonNumeric name="dei:TradingSymbol" contextRef="duration_2025-12-22_to_2025-12-22_us-gaap-StatementClassOfStockAxis_nly-A6.50SeriesGFixedtoFloatingRateCumulativeRedeemablePreferredStockMember" id="ixv-499">NLY.G</ix:nonNumeric></td>
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<td style="width:11%;vertical-align:top;text-align:left"><span style="font-weight:bold">Item&#8201;1.01.</span></td>
<td style="vertical-align:top;text-align:left"> <p style=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;font-weight:bold;text-align:left">Entry into a Material Definitive Agreement. </p></td></tr></table> <p style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On December&#160;22, 2025, Annaly Capital Management, Inc. (the &#8220;Company&#8221;) entered into separate Distribution Agency Agreements (collectively, the &#8220;Sales Agreements&#8221;) with each of Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&#160;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&#160;&amp; Woods, Inc., Morgan Stanley&#160;&amp; Co. LLC, Piper Sandler&#160;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the &#8220;Sales Agents&#8221;). Under the terms of the Sales Agreements, the Company may offer and sell shares of its common stock, par value $0.01 per share (&#8220;Common Stock&#8221;), having an aggregate offering price of up to $2,500,000,000 (the &#8220;Shares&#8221;) from time to time through any of the Sales Agents. </p> <p style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the Sales Agreements, the Shares may be offered and sold through the Sales Agents in transactions deemed to be <span style="white-space:nowrap"><span style="white-space:nowrap">&#8220;at-the-market&#8221;</span></span> offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Sales Agreements, each Sales Agent (at the Company&#8217;s election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. Under the Sales Agreements, the Company will pay each of the Sales Agents a commission that will not exceed, but may be lower than, 1.00% of the gross sales price per share of Shares sold through it. The Sales Agreements contain customary representations, warranties and agreements of the Company, and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions. </p> <p style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Shares sold under the Sales Agreements, if any, will be issued pursuant to the Company&#8217;s automatic shelf registration statement on Form <span style="white-space:nowrap">S-3</span> (No. <span style="white-space:nowrap">333-282261),</span> including the prospectus, dated September&#160;20, 2024, and the prospectus supplement, dated December&#160;22, 2025, as the same may be amended or supplemented. </p> <p style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the entire Sales Agreements, copies of which are attached hereto as Exhibits 1.1 through 1.13, inclusive, and which are incorporated herein by reference. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares and a copy of the opinion of Hunton Andrews Kurth LLP relating to tax matters are attached to this Current Report on Form <span style="white-space:nowrap">8-K</span> as Exhibit 5.1 and Exhibit 8.1, respectively. </p> <p style="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&#160;</p>
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<td style="width:11%;vertical-align:top;text-align:left"><span style="font-weight:bold">Item&#8201;9.01.</span></td>
<td style="vertical-align:top;text-align:left"> <p style=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;font-weight:bold;text-align:left">Financial Statements and Exhibits. </p></td></tr></table> <p style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) Exhibits. </p> <p style="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&#160;</p>
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<td style="vertical-align:bottom;white-space:nowrap;text-align:center"> <p style=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:inline-block; font-size:8pt; font-family:Times New Roman;font-weight:bold;text-align:center">Exhibit<br/>No.</p></td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:bottom;white-space:nowrap;text-align:center"> <p style=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:inline-block; font-size:8pt; font-family:Times New Roman;font-weight:bold;text-align:center">Description</p></td></tr>


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<td style="vertical-align:top;white-space:nowrap">1.1</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex11.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and Barclays Capital Inc. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.2</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex12.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and BNP Paribas Securities Corp. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.3</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex13.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and BofA Securities, Inc. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.4</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex14.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and BTIG, LLC. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.5</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex15.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and Citizens JMP Securities, LLC. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.6</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex16.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and Goldman Sachs&#160;&amp; Co. LLC. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.7</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex17.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and J.P. Morgan Securities LLC. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.8</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex18.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and Keefe, Bruyette&#160;&amp; Woods, Inc. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.9</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex19.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and Morgan Stanley&#160;&amp; Co. LLC. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.10</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex110.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and Piper Sandler&#160;&amp; Co. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.11</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex111.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and RBC Capital Markets, LLC. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.12</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex112.htm">Distribution Agency Agreement, dated December&#160;22, 2025, by and among Annaly Capital Management, Inc. and UBS Securities LLC. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">1.13</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex113.htm">Distribution Agency Agreement, dated December&#160;22, 2025, and among Annaly Capital Management, Inc. and Wells Fargo Securities, LLC. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">5.1</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex51.htm">Opinion of Venable LLP. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">8.1</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex81.htm">Opinion of Hunton Andrews Kurth LLP. </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">23.1</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex51.htm">Consent of Venable LLP (included in Exhibit 5.1). </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">23.2</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d93819dex81.htm">Consent of Hunton Andrews Kurth LLP (included in Exhibit 8.1). </a></td></tr>
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<td style="vertical-align:top;white-space:nowrap">104</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top">Cover page interactive data file (formatted in iXBRL in Exhibit 101).</td></tr>
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 <p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;font-weight:bold;text-align:center">SIGNATURE </p> <p style="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. </p> <p style="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&#160;</p>
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<td style="vertical-align:bottom" colspan="3"> <p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">ANNALY CAPITAL MANAGEMENT, INC.</p> <p style="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(REGISTRANT)</p></td></tr>
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<td style="vertical-align:bottom">Date: December&#160;22, 2025</td>
<td style="vertical-align:bottom">&#160;</td>
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<td style="vertical-align:top">By:</td>
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<td style="vertical-align:bottom"> <p style="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Anthony C. Green</p></td></tr>
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<td style="vertical-align:bottom">Anthony C. Green</td></tr>
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<td style="vertical-align:top">Title:</td>
<td style="vertical-align:bottom">&#160;</td>
<td style="vertical-align:bottom">Chief Corporate Officer&#160;&amp; Chief Legal Officer</td></tr>
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<FILENAME>d93819dex11.htm
<DESCRIPTION>EX-1.1
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Barclays Capital Inc.
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">745 Seventh Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10019 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with Barclays Capital Inc. (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or principal,
shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan
Stanley&nbsp;&amp; Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the
&#8220;<U>Agents</U>&#8221;), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative
Agreements. This Agreement and the Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or
principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a
&#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4 of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to and agrees with the Sales Agent that:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration statement</U>&#8221;) as defined in Rule&nbsp;405
under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> (File
<FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier </P>
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than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the
&#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain information concerning the offering and sale of the Common Stock, including the Shares, and contains additional
information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below)
or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the
Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221; as used herein, means the registration statement, as amended at the time of such registration
statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have
been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by
reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the
time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and (3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to
Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements
thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the
Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement
relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus
Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached
hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or
any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange
Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus </P>
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and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the Company and
its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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&#8220;<U>Preferred </U><U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the
Prospectus and the Permitted Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company
and its subsidiaries, taken as a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with
registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the
Company under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of
Preferred Stock, in such number and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred
stock and (iii)&nbsp;has not defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and
its subsidiaries, taken as a whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that
it (i)&nbsp;has failed to pay any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would
have a Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly
or indirectly, (i)&nbsp;taken any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the
Shares, or (ii)&nbsp;(except pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in
connection with the Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the
Shares or, (B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied
to have the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company has been organized and operated in conformity with the requirements for
qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax experts (i)&nbsp;to test procedures and conduct
annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist the Company in monitoring appropriate accounting
systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
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without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
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other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to Barclays Capital Inc., 745 Seventh Avenue, New York, NY 10019, Attn: Syndicate
Registration, Fax: <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">646-834-8133</FONT></FONT> with a copy, in the case of any notice pursuant to Section&nbsp;9(e), to Director of Litigation, Office of the General Counsel, Barclays
Capital Inc., 745 Seventh Avenue, New York, NY 10019, and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, New York 10001 and,
if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention: David&nbsp;L. Finkelstein with a copy for
information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales Agent is acting solely as sales agent and/or
principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an
arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be </P>
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responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in connection with any activity that the Sales Agent may undertake or have undertaken in
furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the
transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Sales Agent agree that they are each responsible for
making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to
the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views constitute any solicitation of any action by the Sales Agent. The Company hereby
(a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the
transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection with the transactions contemplated herein constitutes a recommendation,
investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a press release in compliance with Rule&nbsp;134 under the Act
describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the
material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such
disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure required in reports filed with the Commission pursuant to
the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or appropriate in the opinion of the party seeking to make
disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall consult with the other party prior to making such
disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This
Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent
hereby confirm and agree that the Distribution Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is
hereby deemed to be terminated, effective as of December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the
parties in one or more counterparts which together shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature
complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the
parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law; Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or
in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a
part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted
or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the
adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service
and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified party. Each of the Sales Agent and the Company (on its behalf and, to the
extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to
this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts in the jurisdiction of which
the Company is or may be subject, by suit upon such judgment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding
upon the Sales Agent, the Company and their successors and assigns and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Very truly yours,</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ David L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Name: David&nbsp;L. Finkelstein</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title: Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
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<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">ACCEPTED as of the date first above written</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>BARCLAYS CAPITAL INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ Warren Firmer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name: Warren Firmer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See
attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<DESCRIPTION>EX-1.2
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.2 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BNP Paribas Securities
Corp. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">787 Seventh Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, NY 10019 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with BNP Paribas Securities Corp. (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or
principal, shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan Stanley&nbsp;&amp;
Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the &#8220;<U>Agents</U>&#8221;), to issue and
sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative Agreements. This Agreement and the
Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description
of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell
the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a &#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with
Section&nbsp;4 of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to
and agrees with the Sales Agent that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration
statement</U>&#8221;) as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT>
(File <FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier </P>
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than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the
&#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain information concerning the offering and sale of the Common Stock, including the Shares, and contains additional
information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below)
or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the
Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221; as used herein, means the registration statement, as amended at the time of such registration
statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have
been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by
reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the
time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and (3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to
Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements
thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the
Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement
relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus
Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached
hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or
any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange
Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus </P>
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and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the Company and
its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the &#8220;<U>Preferred </U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
<U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the Prospectus and the Permitted
Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company and its subsidiaries, taken as
a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)
Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are
convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of Preferred Stock, in such number
and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred stock and (iii)&nbsp;has not
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and its subsidiaries, taken as a
whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that it (i)&nbsp;has failed to pay
any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse
Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly or indirectly, (i)&nbsp;taken
any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the Shares, or (ii)&nbsp;(except
pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in connection with the
Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or,
(B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied to have
the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal Deadline</U>&#8221;) of the initial effective date of the
Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the
Shares, in a form </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>

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satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so,
file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after the Renewal Deadline.
The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include
such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) To promptly notify the
Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales Agent promptly such
amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such information as may be
required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications in effect so long as
required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process
with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security holders, and to deliver
to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in
Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this Agreement, at any time that sales of the Common Stock have
been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or cancelled, the Company will not sell, offer
</P>
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to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or
securities convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the
registration under the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the
proposed sale and the date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock,
options or other units or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee
stock options or other awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and
(iv)&nbsp;offer or issue any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing
Common Stock upon the election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend
activity under this program for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within
the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute,
or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company
has been organized and operated in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT under the Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax
experts (i)&nbsp;to test procedures and conduct annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist
the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
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without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019, Attn:
Robert McDonald, <FONT STYLE="white-space:nowrap">e-mail:</FONT> dl.nyk.ste@us.bnpparibas.com, and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375
Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention:
David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT>
Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales Agent is acting solely as sales agent and/or
principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an
</P>
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arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other
person in connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly
disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement
to that effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company
regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such
opinions or views constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any
breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales
Agent in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal,
accounting, financial, regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>.
The Company may issue a press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current
Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all
reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any
disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be
necessary or appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such
disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name: David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title: &#8194;Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to
Distribution Agency Agreement</I></B>] </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>BNP PARIBAS SECURITIES CORP.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ John Nunziata</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: John Nunziata</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:&#8199; Managing Director</TD></TR>
</TABLE> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to
Distribution Agency Agreement</I></B>] </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See
attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<DOCUMENT>
<TYPE>EX-1.3
<SEQUENCE>4
<FILENAME>d93819dex13.htm
<DESCRIPTION>EX-1.3
<TEXT>
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<TITLE>EX-1.3</TITLE>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.3 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BofA Securities, Inc.
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">One Bryant Park </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10036 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with BofA Securities, Inc. (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or principal,
shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan
Stanley&nbsp;&amp; Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the
&#8220;<U>Agents</U>&#8221;), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative
Agreements. This Agreement and the Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or
principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a
&#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4 of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to and agrees with the Sales Agent that:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration statement</U>&#8221;) as defined in Rule&nbsp;405
under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> (File
<FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the
&#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain information concerning the offering and sale of the Common Stock, including the Shares, and contains additional
information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below)
or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the
Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221; as used herein, means the registration statement, as amended at the time of such registration
statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have
been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by
reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the
time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and (3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to
Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements
thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the
Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement
relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus
Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached
hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or
any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange
Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus </P>
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and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the Company and
its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the </P>
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&#8220;<U>Preferred </U><U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the
Prospectus and the Permitted Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company
and its subsidiaries, taken as a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with
registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the
Company under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of
Preferred Stock, in such number and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred
stock and (iii)&nbsp;has not defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and
its subsidiaries, taken as a whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that
it (i)&nbsp;has failed to pay any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would
have a Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly
or indirectly, (i)&nbsp;taken any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the
Shares, or (ii)&nbsp;(except pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in
connection with the Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the
Shares or, (B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied
to have the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company has been organized and operated in conformity with the requirements for
qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax experts (i)&nbsp;to test procedures and conduct
annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist the Company in monitoring appropriate accounting
systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: ATM
Execution, Email: dg.atm_execution@bofa.com, with a copy to ECM Legal, Email: dg.ecm_legal@bofa.com, and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West,
375 Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention:
David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT>
Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name: David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title: &#8194;Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to
Distribution Agency Agreement</I></B>] </P>

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<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>BOFA SECURITIES, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ Ryan Willingham</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Ryan Willingham</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to
Distribution Agency Agreement</I></B>] </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See
attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<DESCRIPTION>EX-1.4
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.4 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BTIG, LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">65 East 55th Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10022 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with BTIG, LLC (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or principal, shares of its
common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan
Stanley&nbsp;&amp; Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the
&#8220;<U>Agents</U>&#8221;), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative
Agreements. This Agreement and the Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or
principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a
&#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4 of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to and agrees with the Sales Agent that:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration statement</U>&#8221;) as defined in Rule&nbsp;405
under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> (File
<FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier </P>
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than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the
&#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain information concerning the offering and sale of the Common Stock, including the Shares, and contains additional
information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below)
or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the
Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221; as used herein, means the registration statement, as amended at the time of such registration
statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have
been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by
reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the
time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and (3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to
Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements
thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the
Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement
relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus
Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached
hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or
any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange
Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the Company and
its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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&#8220;<U>Preferred </U><U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the
Prospectus and the Permitted Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company
and its subsidiaries, taken as a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with
registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the
Company under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of
Preferred Stock, in such number and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred
stock and (iii)&nbsp;has not defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and
its subsidiaries, taken as a whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that
it (i)&nbsp;has failed to pay any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would
have a Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly
or indirectly, (i)&nbsp;taken any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the
Shares, or (ii)&nbsp;(except pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in
connection with the Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the
Shares or, (B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied
to have the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required
to register as a &#8220;broker&#8221; or &#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the
meaning of Article I of the Bylaws of the Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to counsel for the Sales Agent pursuant to or in
connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company
has been organized and operated in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT under the Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax
experts (i)&nbsp;to test procedures and conduct annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist
the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">26 </P>

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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
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other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to BTIG, LLC, 65 East 55th Street New York, New York 10022, Attention Equity Capital
Markets: BTIGUSATMTrading@btig.com, with a copy which shall not constitute notice to: General Counsel and Chief Compliance Officer: BTIGCompliance@btig.com and IBLegal@btig.com, Carrie Taylor: Ctaylor@btig.com, and a copy for information purposes to
Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the
Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention: David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York,
New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this
Agreement written notice of a new address for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has
been and is made solely for the benefit of the Sales Agent, the Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors,
assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue
of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the
Sales Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such Sales Agent becomes subject to a proceeding under a
U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this
Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following:
(i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name: David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title: &#8194;Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to
Distribution Agency Agreement</I></B>] </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>BTIG, LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ Tosh Chandra</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Tosh Chandra</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to
Distribution Agency Agreement</I></B>] </P>

</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See
attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.5 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Citizens JMP Securities,
LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">600 Montgomery Street, Suite 1100 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">San Francisco, CA
94111 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with Citizens JMP Securities, LLC (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or
principal, shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan Stanley&nbsp;&amp;
Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the &#8220;<U>Agents</U>&#8221;), to issue and
sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative Agreements. This Agreement and the
Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description
of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell
the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a &#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with
Section&nbsp;4 of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to
and agrees with the Sales Agent that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration
statement</U>&#8221;) as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT>
(File <FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier </P>
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than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the
&#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain information concerning the offering and sale of the Common Stock, including the Shares, and contains additional
information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below)
or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the
Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221; as used herein, means the registration statement, as amended at the time of such registration
statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have
been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by
reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the
time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and (3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to
Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements
thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the
Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement
relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus
Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached
hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or
any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange
Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus </P>
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and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the Company and
its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the &#8220;<U>Preferred </U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
<U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the Prospectus and the Permitted
Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company and its subsidiaries, taken as
a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)
Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are
convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of Preferred Stock, in such number
and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred stock and (iii)&nbsp;has not
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and its subsidiaries, taken as a
whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that it (i)&nbsp;has failed to pay
any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse
Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly or indirectly, (i)&nbsp;taken
any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the Shares, or (ii)&nbsp;(except
pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in connection with the
Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or,
(B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied to have
the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this Agreement, at any time that sales of the Common Stock have
been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or cancelled, the Company will not sell, offer
</P>
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to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or
securities convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the
registration under the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the
proposed sale and the date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock,
options or other units or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee
stock options or other awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and
(iv)&nbsp;offer or issue any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing
Common Stock upon the election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend
activity under this program for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within
the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute,
or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company has been organized and operated in conformity with the requirements for
qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax experts (i)&nbsp;to test procedures and conduct
annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist the Company in monitoring appropriate accounting
systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
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other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to Citizens JMP Securities, LLC, 101 California Street, Suite 1700, San Francisco, CA
94111, Attention: Equity Securities, Fax: (415) 835-8935 and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, New York 10001
and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention: David&nbsp;L. Finkelstein with a copy for
information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the
Sales Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such Sales Agent becomes subject to a proceeding under a
U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this
Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following:
(i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Very truly yours,</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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<Center><DIV STYLE="width:8.5in" align="left">

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<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">ACCEPTED as of the date first above written</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>CITIZENS JMP SECURITIES, LLC</B></P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ Mark Timperman</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Mark Timperman</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See
attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.6 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Goldman Sachs&nbsp;&amp;
Co. LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">200 West Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10282 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with Goldman Sachs&nbsp;&amp; Co. LLC (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or
principal, shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan Stanley&nbsp;&amp; Co.
LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the &#8220;<U>Agents</U>&#8221;), to issue and sell
from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative Agreements. This Agreement and the Alternative
Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of
Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the
Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a &#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4
of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to and agrees
with the Sales Agent that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration statement</U>&#8221;)
as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> (File <FONT
STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier </P>
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than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the
&#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain information concerning the offering and sale of the Common Stock, including the Shares, and contains additional
information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below)
or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the
Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221; as used herein, means the registration statement, as amended at the time of such registration
statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have
been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by
reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the
time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and (3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to
Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements
thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the
Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement
relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus
Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached
hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or
any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange
Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus </P>
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and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the Company and
its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
&#8220;<U>Preferred </U><U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the
Prospectus and the Permitted Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company
and its subsidiaries, taken as a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with
registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the
Company under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of
Preferred Stock, in such number and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred
stock and (iii)&nbsp;has not defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and
its subsidiaries, taken as a whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that
it (i)&nbsp;has failed to pay any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would
have a Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly
or indirectly, (i)&nbsp;taken any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the
Shares, or (ii)&nbsp;(except pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in
connection with the Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the
Shares or, (B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied
to have the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company
has been organized and operated in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT under the Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax
experts (i)&nbsp;to test procedures and conduct annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist
the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
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without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
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other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to Goldman Sachs&nbsp;&amp; Co. LLC, 200 West Street, New York, New York 10282, Attn:
Michael Voris and Andrew Fry, Telephone: (212) 902-4895, (212) 357-6436, Facsimile: 212-291-5027, Email: michael.voris@ny.ibd.email.gs.com, andrew.x.fry@gs.com and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at
Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue
of the Americas, New York, New York 10036, Attention: David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number:
(212) <FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent,
the Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the
Sales Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such Sales Agent becomes subject to a proceeding under a
U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this
Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following:
(i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name: David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title: &#8194;Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to
Distribution Agency Agreement</I></B>] </P>

</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>GOLDMAN SACHS&nbsp;&amp; CO. LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ Michael Voris</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Michael Voris</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to
Distribution Agency Agreement</I></B>] </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See
attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<TYPE>EX-1.7
<SEQUENCE>8
<FILENAME>d93819dex17.htm
<DESCRIPTION>EX-1.7
<TEXT>
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<TITLE>EX-1.7</TITLE>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.7 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">J.P. Morgan Securities
LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">270 Park Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10017 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with J.P. Morgan Securities LLC (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or principal,
shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan
Stanley&nbsp;&amp; Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the
&#8220;<U>Agents</U>&#8221;), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative
Agreements. This Agreement and the Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or
principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a
&#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4 of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to and agrees with the Sales Agent that:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration statement</U>&#8221;) as defined in Rule&nbsp;405
under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> (File
<FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier </P>
</DIV></Center>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the
&#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain information concerning the offering and sale of the Common Stock, including the Shares, and contains additional
information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below)
or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the
Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221; as used herein, means the registration statement, as amended at the time of such registration
statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have
been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by
reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the
time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and (3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to
Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements
thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the
Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement
relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus
Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached
hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or
any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange
Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus </P>
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and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the Company and
its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the </P>
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&#8220;<U>Preferred </U><U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the
Prospectus and the Permitted Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company
and its subsidiaries, taken as a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with
registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the
Company under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of
Preferred Stock, in such number and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred
stock and (iii)&nbsp;has not defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and
its subsidiaries, taken as a whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that
it (i)&nbsp;has failed to pay any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would
have a Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly
or indirectly, (i)&nbsp;taken any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the
Shares, or (ii)&nbsp;(except pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in
connection with the Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the
Shares or, (B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied
to have the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company has been organized and operated in conformity with the requirements for
qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax experts (i)&nbsp;to test procedures and conduct
annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist the Company in monitoring appropriate accounting
systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Attention:
Sanjeet Dewal, Phone: (212) <FONT STYLE="white-space:nowrap">622-8783</FONT> Email: sanjeet.s.dewal@jpmorgan.com, and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two
Manhattan West, 375 Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York
10036, Attention: David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212)
<FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>J.P. MORGAN SECURITIES LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom" STYLE=" BORDER-BOTTOM:1px solid #000000;">&nbsp;</TD>
<TD VALIGN="top" STYLE="BORDER-BOTTOM:1px solid #000000;">/s/ Sanjeet Dewal</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Sanjeet Dewal</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See
attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<DESCRIPTION>EX-1.8
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.8 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Keefe,
Bruyette&nbsp;&amp; Woods, Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">787 Seventh Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New
York, New York 10019 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with Keefe, Bruyette&nbsp;&amp; Woods, Inc.
(the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or principal, shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set
forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency
agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co.
LLC, J.P. Morgan Securities LLC, Morgan Stanley&nbsp;&amp; Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the
Sales Agent, the &#8220;<U>Agents</U>&#8221;), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth
in the Alternative Agreements. This Agreement and the Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or
principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a
&#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4 of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to and agrees with the Sales Agent that:
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration
statement</U>&#8221;) as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT>
(File <FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the
requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the &#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain
information concerning the offering and sale of the Common Stock, including the Shares, and contains additional information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic
Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no
proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221;
as used herein, means the registration statement, as amended at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration
statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed
to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to
Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and
(3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus
filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the
final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the
Act), or if after such date, the most recently filed final prospectus supplement relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise
requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used
herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any
Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the
Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the
Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions
contemplated hereby, and the Company and its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such
jurisdictions. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the &#8220;<U>Preferred </U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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<U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the Prospectus and the Permitted
Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company and its subsidiaries, taken as
a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)
Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are
convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of Preferred Stock, in such number
and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred stock and (iii)&nbsp;has not
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and its subsidiaries, taken as a
whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that it (i)&nbsp;has failed to pay
any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse
Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly or indirectly, (i)&nbsp;taken
any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the Shares, or (ii)&nbsp;(except
pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in connection with the
Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or,
(B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied to have
the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free
Writing Prospectus, there are no existing or threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors,
officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company
has been organized and operated in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT under the Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax
experts (i)&nbsp;to test procedures and conduct annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist
the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
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other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to Keefe, Bruyette&nbsp;&amp; Woods, Inc., 787 Seventh Avenue, 4th Floor, New York, New
York 10019, Attention: Equity Capital Markets, and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, New York 10001 and, if to
the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention: David&nbsp;L. Finkelstein with a copy for information
purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each party to this
Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="79%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="5"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ David L. Finkelstein</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>KEEFE, BRUYETTE&nbsp;&amp; WOODS, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Edward B. Conway</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Edward B. Conway</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.9 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp;
Co. LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1585 Broadway </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, NY 10036 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with Morgan Stanley&nbsp;&amp; Co. LLC (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or
principal, shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods,
Inc., Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the &#8220;<U>Agents</U>&#8221;), to issue and sell
from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative Agreements. This Agreement and the Alternative
Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of
Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the
Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a &#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4
of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to and agrees
with the Sales Agent that: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration
statement</U>&#8221;) as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT>
(File <FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the
requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the &#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain
information concerning the offering and sale of the Common Stock, including the Shares, and contains additional information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic
Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no
proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221;
as used herein, means the registration statement, as amended at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration
statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed
to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to
Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and
(3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus
filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the
final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the
Act), or if after such date, the most recently filed final prospectus supplement relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise
requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used
herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any
Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the
Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the
Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions
contemplated hereby, and the Company and its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such
jurisdictions. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the &#8220;<U>Preferred </U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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<U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the Prospectus and the Permitted
Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company and its subsidiaries, taken as
a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)
Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are
convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of Preferred Stock, in such number
and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred stock and (iii)&nbsp;has not
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and its subsidiaries, taken as a
whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that it (i)&nbsp;has failed to pay
any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse
Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly or indirectly, (i)&nbsp;taken
any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the Shares, or (ii)&nbsp;(except
pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in connection with the
Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or,
(B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied to have
the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company
has been organized and operated in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT under the Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax
experts (i)&nbsp;to test procedures and conduct annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist
the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the effectiveness of the Registration Statement
shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the
Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of
the Shares for offering or sale in any jurisdiction, or to the knowledge of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all
amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none
of the Basic Prospectus or the Prospectus, and no amendment or supplement thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no
amendment or supplement thereto, shall include 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 under which they are made, not misleading;
and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any, shall include 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 under
which they are made, not misleading. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration
Statement, the Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in
the business, condition, net worth or prospects of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or
any of its subsidiaries, taken as a whole (other than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
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other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to Morgan Stanley&nbsp;&amp; Co. LLC, 1585 Broadway, 4th Floor, New York, New York 10036,
Attention: Jyri Wilska, Mike O&#8217;Byrne, Email: jyri.wilska@morganstanley.com, mike.o&#8217;byrne@morganstanley.com, and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP,
Two Manhattan West, 375 Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York
10036, Attention: David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212)
<FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ David L. Finkelstein</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>MORGAN STANLEY&nbsp;&amp; CO. LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Michael O&#8217;Byrne</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Michael O&#8217;Byrne</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Executive Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<DESCRIPTION>EX-1.10
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.10 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Piper Sandler&nbsp;&amp;
Co. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">800 Nicollet Mall, Suite 800 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Minneapolis, Minnesota
55402 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with Piper Sandler&nbsp;&amp; Co. (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or
principal, shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods,
Inc., Morgan Stanley&nbsp;&amp; Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the &#8220;<U>Agents</U>&#8221;), to issue and
sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative Agreements. This Agreement and the
Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description
of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell
the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a &#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with
Section&nbsp;4 of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to
and agrees with the Sales Agent that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration
statement</U>&#8221;) as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT>
(File <FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier </P>
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than three years prior to the date hereof, in conformity with the requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the
&#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain information concerning the offering and sale of the Common Stock, including the Shares, and contains additional
information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below)
or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the
Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221; as used herein, means the registration statement, as amended at the time of such registration
statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have
been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by
reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the
time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and (3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to
Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements
thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the
Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement
relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus
Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached
hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or
any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange
Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be
incorporated therein by reference. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
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Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus </P>
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and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and the Company and
its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such jurisdictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the &#8220;<U>Preferred </U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
<U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the Prospectus and the Permitted
Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company and its subsidiaries, taken as
a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)
Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are
convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of Preferred Stock, in such number
and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred stock and (iii)&nbsp;has not
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and its subsidiaries, taken as a
whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that it (i)&nbsp;has failed to pay
any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse
Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly or indirectly, (i)&nbsp;taken
any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the Shares, or (ii)&nbsp;(except
pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in connection with the
Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or,
(B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied to have
the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal Deadline</U>&#8221;) of the initial effective date of the
Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the
Shares, in a form </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>

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satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so,
file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after the Renewal Deadline.
The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration Statement shall include
such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) To promptly notify the
Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales Agent promptly such
amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such information as may be
required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications in effect so long as
required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process
with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security holders, and to deliver
to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in
Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this Agreement, at any time that sales of the Common Stock have
been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or cancelled, the Company will not sell, offer
</P>
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to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or
securities convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the
registration under the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the
proposed sale and the date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock,
options or other units or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee
stock options or other awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and
(iv)&nbsp;offer or issue any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing
Common Stock upon the election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend
activity under this program for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within
the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or indirectly, any action designed, or which will constitute,
or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company
has been organized and operated in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT under the Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax
experts (i)&nbsp;to test procedures and conduct annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist
the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the
effectiveness of the Registration Statement shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no
order preventing or suspending the use of the Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of </P>
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the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or to the knowledge
of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none of the Basic Prospectus or the Prospectus, and no amendment or supplement
thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no amendment or supplement thereto, shall include 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 under which they are made, not misleading; and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any,
shall include 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 under which they are made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, the Prospectus
and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in the business, condition, net worth or prospects
of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or any of its subsidiaries, taken as a whole (other
than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
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without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to Piper Sandler &amp; Co., 350 North 5th St., Suite 1000, Minneapolis, Minnesota 55401,
Attention: Connor Leahey (email: connor.leahey@psc.com), Neil A. Riley (email:neil.riley@psc.com) and Connor N. Anderson (email: connor.anderson@psc.com), and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at
Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue
of the Americas, New York, New York 10036, Attention: David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number:
(212) <FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent,
the Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales Agent is acting solely as sales agent and/or
principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an
</P>
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arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other
person in connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly
disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement
to that effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company
regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such
opinions or views constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any
breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales
Agent in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal,
accounting, financial, regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>.
The Company may issue a press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current
Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all
reasonable efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any
disclosure required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be
necessary or appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such
disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="79%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="5"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ David&nbsp;L. Finkelstein</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
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<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>PIPER SANDLER&nbsp;&amp; CO.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Thomas S. Howland</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Thomas S. Howland</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
</DIV></Center>


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<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<DOCUMENT>
<TYPE>EX-1.11
<SEQUENCE>12
<FILENAME>d93819dex111.htm
<DESCRIPTION>EX-1.11
<TEXT>
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<TITLE>EX-1.11</TITLE>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.11 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">RBC Capital Markets, LLC
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">200 Vesey Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Three World Financial Center, 8th Floor
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10281 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with RBC Capital Markets, LLC (the
&#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or principal, shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in
this agreement (this &#8220;<U>Agreement</U>&#8221;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements
(the &#8220;<U>Alternative Agreements</U>&#8221;), each dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P.
Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan Stanley&nbsp;&amp; Co. LLC, Piper Sandler&nbsp;&amp; Co., UBS Securities LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with
the Sales Agent, the &#8220;<U>Agents</U>&#8221;), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set
forth in the Alternative Agreements. This Agreement and the Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or
principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a
&#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4 of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and warrants to and agrees with the Sales Agent that:
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration
statement</U>&#8221;) as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT>
(File <FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the
requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the &#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain
information concerning the offering and sale of the Common Stock, including the Shares, and contains additional information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic
Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no
proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221;
as used herein, means the registration statement, as amended at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration
statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed
to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to
Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and
(3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus
filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the
final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the
Act), or if after such date, the most recently filed final prospectus supplement relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise
requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used
herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any
Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the
Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the
Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement </P>
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contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the Sales
Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing Prospectus; each Incorporated Document, at the time such document
was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has </P>
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full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the
business in which it is engaged and as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions
contemplated hereby, and the Company and its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such
jurisdictions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in
<FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing </P>
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Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to obtain accreditation
or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in the Registration Statement, the Prospectus and the Permitted Free
Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under, any such license, permit, authorization, consent or approval or
any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, of the legal or
governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental proceedings, contracts, leases or other
documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement which are not described or filed as
required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding obligations of the Company,
enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally and by general equitable
principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of </P>
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business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock (collectively, the
&#8220;<U>Preferred Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any,
any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company and its subsidiaries, taken as a whole, which are not disclosed in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) Except as set forth in the
Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for
equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The
Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of Preferred Stock, in such number and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred stock and (iii)&nbsp;has not defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term
leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and its subsidiaries, taken as a whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since
the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that it (i)&nbsp;has failed to pay any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any
installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly or indirectly, (i)&nbsp;taken any action
designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the Shares, or (ii)&nbsp;(except pursuant to
this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in connection with the Company&#8217;s
publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or, (B)&nbsp;other than as
disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed to pay to any Person any
compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied to have the Shares
listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required
to register as a &#8220;broker&#8221; or &#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the
meaning of Article I of the Bylaws of the Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to counsel for the Sales Agent pursuant to or in
connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free
Writing Prospectus, there are no existing or threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors,
officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted
from the requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other
than any Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf
program established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the
Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting
and Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its
subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering
Laws</U>&#8221;), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the
best knowledge of the Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or
employee thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person
that is: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of
Foreign Assets Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of or with any Covered
Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any Covered Person (including any Covered Person
participating in the offering, whether as underwriter, advisor, investor or otherwise). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its
subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the
subject of Sanctions. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the
Company&#8217;s knowledge, employee thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expense relating to political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds;
(iii)&nbsp;has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD
Convention on Bribery of Foreign Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar
law or regulation to which the Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its
subsidiaries and their affiliates have each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably
expected to continue to ensure, continued compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be
agreed to by the Company and the Sales Agent on any day that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales
Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto
(the &#8220;<U>Authorized Company Representatives</U>&#8221;) to make such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by
the Sales Agent daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the
prospectus supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The compensation to the Sales Agent, as an agent of the Company, for
sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by the Company and the Sales Agent from time to time. The remaining
proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the &#8220;<U>Net
Proceeds</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company following the close of trading
on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent with respect to
such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will occur on the first business
day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold through the Sales Agent for
settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company
or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (&#8220;<U>DWAC</U>&#8221;) or by such other
means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in same day funds delivered to the account
designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the Sales Agent harmless against any loss,
claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company Representatives shall be the contact
persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
respect to any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be,
including, without limitation, the obligation to deliver officers&#8217; certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this
Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d) hereof, which shall have independent application. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the Sales Agent will be successful in selling the Shares,
(B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to use its commercially reasonable efforts consistent with
its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no obligation to purchase Shares on a principal basis pursuant
to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the
Company</U>. The Company agrees with the Sales Agent: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to
be delivered under the Act (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent
amendment to the Registration Statement has become effective or any subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the
Sales Agent&#8217;s request, any amendments or supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or
advisable in connection with the offering of the Shares by the Sales Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of
Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT
STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or
for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order
suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration
Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or
supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common Stock)) to which the Sales Agent shall have objected in writing. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four
trading days of each time that (i)&nbsp;the Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under
the Act relating solely to the offering of securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this
Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate dated as of such
delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last furnished to the Sales Agent are true and correct as of such
delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, a certificate of
the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. The requirement to
provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a
Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides
to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a certificate under this Section&nbsp;5(q), then before the Company delivers
the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the Placement Notice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the Company (including
negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and Secretary for the
Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of this Agreement, but
modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company has been organized and operated in conformity with the requirements for
qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax experts (i)&nbsp;to test procedures and conduct
annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist the Company in monitoring appropriate accounting
systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the effectiveness of the Registration Statement
shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the
Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of
the Shares for offering or sale in any jurisdiction, or to the knowledge of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all
amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none
of the Basic Prospectus or the Prospectus, and no amendment or supplement thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no
amendment or supplement thereto, shall include 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 under which they are made, not misleading;
and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any, shall include 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 under
which they are made, not misleading. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration
Statement, the Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in
the business, condition, net worth or prospects of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or
any of its subsidiaries, taken as a whole (other than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days
after each Representation Date specified in Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and
correct as of such delivery date, (ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and
(b)&nbsp;of this Section&nbsp;8 have been met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been
validly and sufficiently taken, and that the Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of this Agreement, the favorable opinion of Cravath,
Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Sales Agent to the Company expressly for use in, the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration
Statement in connection with such information, which material fact was not contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or
(ii)&nbsp;any untrue statement or alleged untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement, the
Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company </P>
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agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any
time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the Company agrees that it shall be liable for any
settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle. The Company
shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or culpability or a
failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold harmless the Company,
and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and
the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such person may incur under
the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in and, in
conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by any post-effective
amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not contained in such
information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in, and
in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any omission or alleged
omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was necessary in order to
make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding
is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution
of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the
omission to so notify the Sales Agent shall not </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
relieve the Sales Agent from any liability which the Sales Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel
in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such
Proceeding or the Sales Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have reasonably concluded
that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the defense of such Proceeding on
behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of which events such fees and
expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or
series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without the written consent of
the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such settlement. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this paragraph, then the Sales Agent
agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of the aforesaid request,
(ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least 30&nbsp;days&#8217; prior
notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is a party and
indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under subsections&nbsp;(a) and
(b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Sales Agent,
on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well
as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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shall be deemed to be in the same respective proportions as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the
Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be
determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and the parties&#8217;
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this
subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281,
Attention: TJ Opladen, Fax: (212) 428-6260, Email: tj.opladen@rbccm.com, and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York,
New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention: David&nbsp;L. Finkelstein with
a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT> Email:
shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the
Sales Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such Sales Agent becomes subject to a proceeding under a
U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this
Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following:
(i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be
interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="12%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="79%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="5"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ David&nbsp;L. Finkelstein</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>]&#8195; </P>
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<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>RBC CAPITAL MARKETS, LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Saurabh Monga</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Saurabh Monga</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE>
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Distribution Agency Agreement</I></B>] </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<DESCRIPTION>EX-1.12
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.12 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">UBS Securities LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1285 Avenue of the Americas </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10019 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with UBS Securities LLC (the &#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or principal, shares
of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in this agreement (this &#8220;<U>Agreement</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements (the &#8220;<U>Alternative Agreements</U>&#8221;), each
dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods,
Inc., Morgan Stanley&nbsp;&amp; Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the Sales Agent, the &#8220;<U>Agents</U>&#8221;), to
issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth in the Alternative Agreements. This Agreement and
the Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1.
<U>Description of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it
determines to sell the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a &#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in
accordance with Section&nbsp;4 of this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and
warrants to and agrees with the Sales Agent that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration
statement</U>&#8221;) as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT>
(File <FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the
requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the &#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain
information concerning the offering and sale of the Common Stock, including the Shares, and contains additional information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic
Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no
proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221;
as used herein, means the registration statement, as amended at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration
statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed
to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to
Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and
(3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus
filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the
final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the
Act), or if after such date, the most recently filed final prospectus supplement relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise
requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used
herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any
Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the
Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the
Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions
contemplated hereby, and the Company and its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such
jurisdictions. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the &#8220;<U>Preferred </U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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<U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the Prospectus and the Permitted
Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company and its subsidiaries, taken as
a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)
Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are
convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of Preferred Stock, in such number
and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred stock and (iii)&nbsp;has not
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and its subsidiaries, taken as a
whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that it (i)&nbsp;has failed to pay
any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse
Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly or indirectly, (i)&nbsp;taken
any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the Shares, or (ii)&nbsp;(except
pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in connection with the
Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or,
(B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied to have
the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company
has been organized and operated in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT under the Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax
experts (i)&nbsp;to test procedures and conduct annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist
the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the effectiveness of the Registration Statement
shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the
Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of
the Shares for offering or sale in any jurisdiction, or to the knowledge of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all
amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none
of the Basic Prospectus or the Prospectus, and no amendment or supplement thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no
amendment or supplement thereto, shall include 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 under which they are made, not misleading;
and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any, shall include 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 under
which they are made, not misleading. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration
Statement, the Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in
the business, condition, net worth or prospects of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or
any of its subsidiaries, taken as a whole (other than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 11 Madison Avenue, New York, New York 10010, Attention: Equity
Syndicate, and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient
in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention: David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp;
Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT> Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address
for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at
Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in
such section, and their respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall
acquire or have any right under or by virtue of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This
Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent
hereby confirm and agree that the Distribution Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is
hereby deemed to be terminated, effective as of December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the
parties in one or more counterparts which together shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature
complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the
parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law; Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or
in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this Agreement have been inserted as a matter of convenience of reference and are not a
part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted
or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the
adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with respect thereto. The Company hereby consents to personal jurisdiction, service
and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified party. Each of the Sales Agent and the Company (on its behalf and, to the
extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to
this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts in the jurisdiction of which
the Company is or may be subject, by suit upon such judgment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding
upon the Sales Agent, the Company and their successors and assigns and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P> <P STYLE="font-size:18pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ David&nbsp;L. Finkelstein</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


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<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>UBS SECURITIES LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Jessie O&#8217;Neill</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Jessie O&#8217;Neill</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Executive Director</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>UBS SECURITIES LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Charles Heaney</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Charles Heaney</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<TYPE>EX-1.13
<SEQUENCE>14
<FILENAME>d93819dex113.htm
<DESCRIPTION>EX-1.13
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.13 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Execution Version </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ANNALY
CAPITAL MANAGEMENT, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Shares of Common Stock </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(par value $0.01 per share) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">DISTRIBUTION AGENCY AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">December&nbsp;22, 2025 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Wells Fargo Securities,
LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">500 West 33<SUP STYLE="font-size:75%; vertical-align:top">rd</SUP> Steet, 12<SUP STYLE="font-size:75%; vertical-align:top">th</SUP> Floor </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10001 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Annaly Capital Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), agrees with Wells Fargo Securities, LLC (the
&#8220;<U>Sales Agent</U>&#8221;), to issue and sell from time to time through the Sales Agent, as sales agent and/or principal, shares of its common stock, par value $0.01 per share (the &#8220;<U>Common Stock</U>&#8221;), on the terms set forth in
this agreement (this &#8220;<U>Agreement</U>&#8221;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company is concurrently entering into separate distribution agency agreements
(the &#8220;<U>Alternative Agreements</U>&#8221;), each dated of even date herewith, with Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs&nbsp;&amp; Co. LLC, J.P.
Morgan Securities LLC, Keefe, Bruyette&nbsp;&amp; Woods, Inc., Morgan Stanley&nbsp;&amp; Co. LLC, Piper Sandler&nbsp;&amp; Co., RBC Capital Markets, LLC, and UBS Securities LLC (each, an &#8220;<U>Alternative Agent</U>,&#8221; and together with the
Sales Agent, the &#8220;<U>Agents</U>&#8221;), to issue and sell from time to time through each Alternative Agent, as sales agent and/or principal, shares of the Company&#8217;s Common Stock (the &#8220;<U>Shares</U>&#8221;) on the terms set forth
in the Alternative Agreements. This Agreement and the Alternative Agreements are collectively referred to herein as the &#8220;<U>Distribution Agreements</U>.&#8221; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 1. <U>Description of Securities</U>. The Company proposes to issue and sell through or to the Sales Agent, as sales agent and/or
principal, the Shares on the terms set forth in Section&nbsp;4 of this Agreement. The Company agrees that whenever it determines to sell the Shares directly to the Sales Agent as principal, it will enter into a separate agreement (each, a
&#8220;<U>Terms Agreement</U>&#8221;), in form and substance satisfactory to the Sales Agent, relating to such sale in accordance with Section&nbsp;4 of this Agreement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 2. <U>Representations and Warranties of the Company</U>. The Company represents and
warrants to and agrees with the Sales Agent that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) An &#8220;automatic shelf registration statement&#8221; (the &#8220;<U>registration
statement</U>&#8221;) as defined in Rule&nbsp;405 under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively called the &#8220;<U>Act</U>&#8221;), on <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT>
(File <FONT STYLE="white-space:nowrap">No.&nbsp;333-282261)</FONT> in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the
requirements of the Act, and the rules and regulations of the Securities and Exchange Commission (the &#8220;<U>Commission</U>&#8221;) thereunder (the &#8220;<U>Rules and Regulations</U>&#8221;). The registration statement contains certain
information concerning the offering and sale of the Common Stock, including the Shares, and contains additional information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of the Basic
Prospectus (as defined below), the Prospectus Supplement (as defined below), the Prospectus (as defined below) or any Permitted Free Writing Prospectus (as defined below), or the effectiveness of the Registration Statement (as defined below), and no
proceeding for that purpose or pursuant to Section&nbsp;8A of the Act has been instituted or, to the Company&#8217;s knowledge, threatened by the Commission. Except where the context otherwise requires, &#8220;<U>Registration Statement</U>,&#8221;
as used herein, means the registration statement, as amended at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, as well as any new registration
statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Section&nbsp;5(f) or (g)&nbsp;of this Agreement, including (1)&nbsp;all documents filed as a part thereof or incorporated or deemed
to be incorporated by reference therein, (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule&nbsp;424(b) under the Act, to the extent such information is deemed, pursuant to
Rule&nbsp;430B or Rule&nbsp;430C under the Act, to be part of the registration statement at the time of such registration statement&#8217;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Sales Agent, and
(3)&nbsp;any registration statement filed to register the offer and sale of Shares pursuant to Rule&nbsp;462(b) under the Act. Except where the context otherwise requires, &#8220;<U>Basic Prospectus</U>,&#8221; as used herein, means the prospectus
filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, &#8220;<U>Prospectus Supplement</U>,&#8221; as used herein, means the
final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule&nbsp;424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the
Act), or if after such date, the most recently filed final prospectus supplement relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares. Except where the context otherwise
requires, &#8220;<U>Prospectus</U>,&#8221; as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. &#8220;<U>Permitted Free Writing Prospectuses</U>,&#8221; as used
herein, means the documents listed on <U>Schedule</U><U></U><U>&nbsp;A</U> attached hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any
Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#8220;<U>Incorporated Documents</U>&#8221;), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms &#8220;<U>amend</U>,&#8221; &#8220;<U>amendment</U>&#8221; or &#8220;<U>supplement</U>&#8221; with respect to the
Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (collectively, the &#8220;<U>Exchange Act</U>&#8221;) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the
Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Registration Statement complied when it became effective, complies as of the date
hereof and, as amended or supplemented, at each deemed effective date with respect to the Sales Agent pursuant to Rule&nbsp;430(B)(f)(2) of the Act, at each Settlement Date (as defined in Section&nbsp;4(a)(vi) hereof), and at all times during which
a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply,
in all material respects, with the requirements of the Act, and the Registration Statement did not and will not, at or during such times, contain 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; the conditions to the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the
Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule&nbsp;415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Basic Prospectus complied or will
comply, at the time it was or will be filed with the Commission, complies as of the date hereof (if filed with the Commission on or prior to the date hereof) and, as of the time of each sale of Shares pursuant to this Agreement (each, a
&#8220;<U>Time of Sale</U>&#8221;), at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with
Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act; at no time during the period that begins on the earlier of the date of the Basic
Prospectus and the date the Basic Prospectus was filed with the Commission and ends on each Settlement Date did or will the Basic Prospectus, as then amended or supplemented, include 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 under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus
Supplement, each Time of Sale, each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172
under the Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Act (including, without limitation, Section&nbsp;10(a) of the Act); at no time during the period that begins on the date
of the Prospectus Supplement and ends at the later of each Settlement Date and the end of the period during which a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares did or will the Prospectus, as then amended or supplemented, either alone or together with any combination of one or more of the then issued
Permitted Free Writing Prospectuses, if any, include 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 under which they were made, not
misleading; at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at each Settlement Date did or will any Permitted Free Writing Prospectus include 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 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any
statement contained in the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information concerning the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Sales Agent and furnished in writing by or on behalf of the Sales Agent expressly for use in the Registration Statement, the Basic Prospectus, the Prospectus or such Permitted Free Writing
Prospectus; each Incorporated Document, at the time such document was filed with the Commission or at the time such document became effective, as applicable, complied, in all material respects, with the requirements of the Exchange Act and did not
include 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 under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;At the time of filing of the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes
of complying with Section&nbsp;10(a)(3) of the Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii)&nbsp;at the
time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule&nbsp;163(c) of the Act) made any offer relating to the Shares in reliance on the exemption of Rule&nbsp;163 of the Act and (iv)&nbsp;at the date
hereof, the Company is a &#8220;well-known seasoned issuer&#8221; as defined in Rule&nbsp;405 of the Act (&#8220;<U>Rule</U><U></U><U>&nbsp;405</U>&#8221;), including not having been and not being an &#8220;ineligible issuer&#8221; as defined by
Rule&nbsp;405. The Registration Statement is an &#8220;automatic shelf registration statement,&#8221; as defined in Rule&nbsp;405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration
by the Company on a Rule&nbsp;405 &#8220;automatic shelf registration statement.&#8221; The Company has not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the Act objecting to the use of the automatic shelf registration
statement form. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by
means of any &#8220;prospectus&#8221; (within the meaning of the Act) or used any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of the Shares; the Company has not, directly or indirectly, prepared,
used or referred to any Permitted Free Writing Prospectus except in compliance with Rule&nbsp;163 or with Rules&nbsp;164 and 433 under the Act; assuming that any such Permitted Free Writing Prospectus is so sent or given after the Registration
Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule&nbsp;433(d) under the Act, filed with the Commission), the sending or giving, by the Sales Agent, of any Permitted Free
Writing Prospectus will satisfy the provisions of Rule&nbsp;164 or Rule&nbsp;433 (without reliance on subsections&nbsp;(b), (c) and (d)&nbsp;of Rule&nbsp;164); the conditions set forth in one or more of subclauses&nbsp;(i) through (iv), inclusive,
of Rule&nbsp;433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule&nbsp;433
or Rule&nbsp;431 under the Act, satisfies the requirements of Section&nbsp;10 of the Act; neither the Company nor the Sales Agent is disqualified, by reason of subsection&nbsp;(f) or (g)&nbsp;of Rule&nbsp;164 under the Act, from using, in connection
with the offer and sale of the Shares, &#8220;free writing prospectuses&#8221; (as defined in Rule&nbsp;405 under the Act) pursuant to Rules&nbsp;164 and 433 under the Act; the Company is not an &#8220;ineligible issuer&#8221; (as defined in
Rule&nbsp;405 under the Act) as of the eligibility determination date for purposes of Rules&nbsp;164 and 433 under the Act with respect to the offering of the Shares contemplated by the Registration Statement; the parties hereto agree and understand
that the content of any and all &#8220;road shows&#8221; (as defined in Rule&nbsp;433 under the Act) related to the offering of the Shares contemplated hereby is solely the property of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company has an authorized and outstanding capitalization as set forth in the
consolidated balance sheet included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus or as of the Company&#8217;s then most recently completed quarter or fiscal year, contained in
the Company&#8217;s quarterly report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or the Company&#8217;s annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as applicable, at the indicated date, and there has been
no material change in such information since the Company&#8217;s then most recently completed quarter or fiscal year (subject to the issuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the
Registration Statement (excluding the exhibits thereto) and the Prospectus and the grant of options under existing stock option plans described in the Registration Statement (excluding the exhibits thereto), the Basic Prospectus and the Prospectus).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The consolidated financial statements of the Company, together with the related schedules and notes thereto, set forth or included or
incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis as of the dates
indicated and the results of operations, changes in financial position, stockholders&#8217; equity and cash flows for the periods therein specified are in conformity with generally accepted accounting principles consistently applied throughout the
periods involved (except as otherwise stated therein). The selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and, to the extent
based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. No other financial statements are required to be set forth or to be incorporated by reference in the
Registration Statement or the Prospectus under the Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus
fairly present the information called for in all material respects and have been prepared in accordance with the Commission&#8217;s rules and guidelines applicable thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Prospectus and any Permitted Free Writing Prospectus delivered to the Sales Agent for use in connection with this offering will be,
identical to the versions of the Prospectus and any Permitted Free Writing Prospectus, respectively, created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-T.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company and each of its subsidiaries has been duly formed or, if a
corporation, incorporated and is validly existing as a limited liability company, limited partnership or corporation in good standing under the laws of the state of its formation or incorporation, as applicable, is duly qualified to do business and
is in good standing as a foreign limited liability company, limited partnership or corporation, as applicable, in each jurisdiction in which its ownership or lease of property or assets or the conduct of its business requires such qualification,
except where the failure to so qualify would not have a material adverse effect on the business, assets, properties, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole (a &#8220;<U>Company
Material Adverse Effect</U>&#8221;), and has full limited liability company, limited partnership or corporate, as applicable, power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in
which it is engaged and as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and to enter into and perform its obligations under this Agreement and to consummate the transactions
contemplated hereby, and the Company and its subsidiary Arcola Securities, Inc. (&#8220;<U>Arcola</U>&#8221;) are each in compliance in all material respects with the laws, orders, rules, regulations and directives issued or administered by such
jurisdictions. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Company has no &#8220;significant subsidiaries&#8221; (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Securities Act), and has no other subsidiaries except as (i)&nbsp;set forth in Exhibit&nbsp;21.1 to the
Company&#8217;s most recently filed annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> (ii)&nbsp;otherwise disclosed by the Company in the Registration Statement, the Prospectus or the Permitted Free Writing Prospectus, if any,
or (iii)&nbsp;would not, individually or in the aggregate, be material to the Company. Complete and correct copies of the charter and of the bylaws of the Company and all amendments thereto have been delivered to the Sales Agent (or otherwise made
available on EDGAR) and, except as set forth in the exhibits to, or incorporated by reference into, the Registration Statement, no changes therein will be made subsequent to the date hereof and prior to each Time of Sale and each Settlement Date.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) The Company is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time or both would
result in any breach of or constitute a default under), (i)&nbsp;its charter or bylaws or (ii)&nbsp;any obligation, agreement, covenant or condition contained in any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank
loan or credit agreement, note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which it or any of its assets or properties may be bound or affected, the effect
of which breach or default under this clause&nbsp;(ii) could have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated
hereby will not conflict with, or result in any breach of, constitute a default under or a Repayment Event (as defined below) under (nor constitute any event which with notice, lapse of time or both would result in any breach of, constitute a
default under or a Repayment Event under), (i)&nbsp;any provision of the charter or bylaws of the Company, (ii)&nbsp;any provision of any contract, license, repurchase agreement, indenture, mortgage, deed of trust, bank loan or credit agreement,
note, lease or other evidence of indebtedness, or any lease, contract or other agreement or instrument to which the Company is a party or by which the Company or any of its assets or properties may be bound or affected, the effect of which could
have a Company Material Adverse Effect or (iii)&nbsp;under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company. As used herein, a &#8220;<U>Repayment Event</U>&#8221; 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&#8217;s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) All of the issued and outstanding shares of capital stock, including the Common Stock,
of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> have been issued in compliance with all federal and state securities laws and were not issued in violation
of any preemptive right, resale right, right of first refusal or similar right. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) This Agreement has been duly authorized, executed and delivered by the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Reserved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The capital
stock of the Company, including the Shares, conforms and will conform in all material respects to the description thereof contained in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus and such description conforms
to the rights set forth in the instruments defining the same. If certificated, the global certificates representing the Shares are in due and proper form and the holders of the Shares will not be subject to personal liability by reason of being such
holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) The Shares have been duly and validly authorized by the Company for issuance and sale pursuant to this Agreement and, when
issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and <FONT STYLE="white-space:nowrap">non-assessable,</FONT> free and clear of any pledge, lien, encumbrance, security interest or other
claim, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) No approval, authorization, consent or order of or
filing with any national, state or local governmental or regulatory commission, board, body, authority or agency is required in connection with the issuance and sale of the Shares or the consummation by the Company of the transaction contemplated
hereby other than (i)&nbsp;registration of the Shares under the Act, (ii)&nbsp;any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Sales Agent and
(iii)&nbsp;such approvals in connection with the approval of the listing of the Shares on the New York Stock Exchange LLC (the &#8220;<U>NYSE</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) No person, as such term is defined in <FONT STYLE="white-space:nowrap">Rule&nbsp;1-02</FONT> of
<FONT STYLE="white-space:nowrap">Regulation&nbsp;S-X</FONT> promulgated under the Act (each, a &#8220;<U>Person</U>&#8221;), has the right, contractual or otherwise, to cause the Company to issue to it any shares of capital stock or other securities
of the Company upon the issue and sale of the Shares to the Sales Agent hereunder, nor does any Person have preemptive rights, <FONT STYLE="white-space:nowrap">co-sale</FONT> rights, rights of first refusal or other rights to purchase or subscribe
for any of the Shares or any securities or obligations convertible into or exchangeable for, or any contracts or commitments to issue or sell any of, the Shares or any options, rights or convertible securities or obligations, other than those that
have been expressly waived prior to the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP (the &#8220;<U>Accountants</U>&#8221;), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Registration Statement and the Prospectus, are and, during the periods covered by their reports, were independent public accountants as required by
the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) Each of the Company and its subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all
necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary permits, authorizations, consents and approvals from other Persons, in order to conduct its business as described in the
Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such as could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is required by any applicable law to
obtain </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in
the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, except as such could not have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries is in violation of, or in default under,
any such license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of its subsidiaries, the effect of which could have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) The descriptions in the Registration Statement, the Prospectus and the Permitted Free Writing
Prospectuses, if any, of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and there are no legal or governmental
proceedings, contracts, leases or other documents of a character required to be described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or to be filed as exhibits to the Registration Statement
which are not described or filed as required. All agreements between the Company and third parties expressly referenced in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, are legal, valid and binding
obligations of the Company, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#8217; rights generally
and by general equitable principles and except to the extent that any indemnification provision thereof may be limited by public policy considerations in respect thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no actions, suits,
claims, investigations, inquiries or proceedings pending or, to the best of the Company&#8217;s knowledge, threatened to which the Company or any of the subsidiaries or any of their respective officers or directors is a party or of which any of its
properties or other assets is subject at law or in equity, or before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency which could result in a judgment, decree or order having a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) Except as otherwise may be disclosed therein, subsequent to the respective dates as of which
information is given in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, there has not been (i)&nbsp;any Company Material Adverse Effect, or any development which would reasonably be expected to cause a
Company Material Adverse Effect, in the business, properties or assets described or referred to in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, or the results of operations, condition (financial or
otherwise), net worth, business, prospects or operations of the Company and its subsidiaries, taken as a whole, (ii)&nbsp;any transaction which is material to the Company and its subsidiaries, taken as a whole, except transactions in the ordinary
course of business, (iii)&nbsp;any obligation, direct or contingent, which is material to the Company and its subsidiaries, taken as a whole, incurred by the Company or any subsidiary, except obligations incurred in the ordinary course of business,
(iv)&nbsp;any change in the capital stock or, except in the ordinary course of business, outstanding indebtedness of the Company or any subsidiary or (v)&nbsp;except for regular quarterly dividends on the outstanding shares of preferred stock
(collectively, the &#8220;<U>Preferred </U> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
<U>Stock</U>&#8221;) and the Common Stock, in amounts per share that are consistent with past practice and the descriptions thereof in the Registration Statement, the Prospectus and the Permitted
Free Writing Prospectuses, if any, any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. There are no contingent obligations that are material to the Company and its subsidiaries, taken as
a whole, which are not disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)
Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are
convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) The Company (i)&nbsp;does not have any issued and outstanding preferred stock, other than the shares of Preferred Stock, in such number
and series, as are described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, (ii)&nbsp;has not failed to pay any dividend or sinking fund installment on preferred stock and (iii)&nbsp;has not
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse Effect on the financial position of the Company and its subsidiaries, taken as a
whole. The Company has not filed a report pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> indicating that it (i)&nbsp;has failed to pay
any dividend or sinking fund installment on the Preferred Stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long term leases, which defaults would have a Company Material Adverse
Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) Neither the Company nor any of its officers, directors and controlling Persons have, directly or indirectly, (i)&nbsp;taken
any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale of the Shares, or (ii)&nbsp;(except
pursuant to this Agreement, shares of the Company&#8217;s Common Stock issued pursuant to the Company&#8217;s dividend reinvestment and share purchase plan (the &#8220;<U>DRSPP</U>&#8221;), as may have been incurred in connection with the
Company&#8217;s publicly disclosed repurchase of Common Stock and the retirement of the Company&#8217;s long-term indebtedness) (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, the Shares or,
(B)&nbsp;other than as disclosed in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, during the one hundred eighty (180)&nbsp;day period preceding the date of this Agreement, paid or agreed to pay to
any Person any compensation for soliciting another to purchase any other securities of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) The Company has applied to have
the Shares listed on the NYSE, and the Shares will have been approved for listing on the NYSE as of the time of purchase, subject only to official notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) Neither the Company nor any of its affiliates, except for Arcola, (i)&nbsp;is required to register as a &#8220;broker&#8221; or
&#8220;dealer&#8221; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the Bylaws of the
Financial Industry Regulatory Authority, Inc. (&#8220;<U>FINRA</U>&#8221;)) any member firm of FINRA. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) Any certificate signed by any officer of the Company delivered to the Sales Agent or to
counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to the Sales Agent as to the matters covered thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) As of the date of this Agreement, the Company has no plan or intention to materially alter its capital investment policy or investment
allocation strategy, both as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and is in compliance with its stated capital investment policy and investment allocation strategy. Each of the
Company and its subsidiaries has good and marketable title to all of the properties and assets owned by them, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects (except for any security
interest, lien, encumbrance or claim that may otherwise exist under any applicable repurchase agreement or loan agreement), except such as do not have a Company Material Adverse Effect and do not interfere with the use made or proposed to be made of
such property or asset by the Company or any subsidiary, and except as described in or contemplated by the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any. The Company owns no real property that is
material, on an individual basis, to the Company. Any real property and buildings held under lease by the Company or any subsidiary are held under valid, existing and enforceable leases, with such exceptions as are disclosed in the Prospectus or are
not material and do not interfere with the use made or proposed to be made of such property and buildings by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd) The
Company has filed all federal and material state and foreign income and franchise tax returns required to be filed on or prior to the date hereof and has paid taxes shown as due thereon (or that are otherwise due and payable), other than taxes which
are being contested in good faith and for which adequate reserves have been established in accordance with generally accepted accounting principles. The Company has no knowledge, after due inquiry, of any tax deficiency which has been asserted or
threatened against the Company. To the knowledge of the Company, there are no tax returns of the Company that are currently being audited by federal, state or local taxing authorities or agencies which would have a Company Material Adverse Effect.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee) The Company owns or possesses adequate license or other rights to use all patents, trademarks, service marks, trade names,
copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and <FONT STYLE="white-space:nowrap">know-how</FONT> (collectively, &#8220;<U>Intangibles</U>&#8221;) necessary to entitle the Company
to conduct its business as described in the Registration Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, and the Company has not received notice of infringement of or conflict with (and the Company knows of no such
infringement of or conflict with) asserted rights of others with respect to any Intangibles which could have a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff) The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#8217;s general or specific authorizations, (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
generally accepted accounting principles as applied in the United States and to maintain asset accountability, (iii)&nbsp;access to assets is permitted only in accordance with management&#8217;s general or specific authorization, (iv)&nbsp;the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v)&nbsp;the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus fairly present the information called for in all material respects and is prepared in accordance with the Commission&#8217;s rules and guidelines
applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg) The Company has established and maintains disclosure controls and procedures (as such term is defined in <FONT
STYLE="white-space:nowrap">Rule&nbsp;13a-14</FONT> and <FONT STYLE="white-space:nowrap">15d-14</FONT> under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company is made
known to the Company&#8217;s Chief Executive Officer and its Chief Financial Officer, and such disclosure controls and procedures are effective to perform the functions for which they were established; any significant material weaknesses in internal
controls have been identified for the Company&#8217;s Chief Executive Officer and its Chief Financial Officer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in
internal controls or in other factors that could significantly affect internal controls. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh) The Company is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the business in which it is engaged. The Company has no reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, the Company is not in
violation, and has not received notice of any violation with respect to, any applicable environmental, safety or similar law applicable to the business of the Company. The Company has received all permits, licenses or other approvals required of
them under applicable federal and state occupational safety and health and environmental laws and regulations to conduct its business, and the Company is in compliance with all terms and conditions of any such permit, license or approval, except any
such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals which could not, singly or in the aggregate, have a
Company Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries has incurred any liability for any finder&#8217;s
fees or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Sales Agent pursuant to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk) Except as set forth in the Registration Statement, the Prospectus or a Permitted Free Writing Prospectus, there are no existing or
threatened labor disputes with the employees of the Company which are likely to have individually or in the aggregate a Company Material Adverse Effect. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll) No relationship, direct or indirect, exists between or among the Company or any of its
subsidiaries, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus that is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm) The Company, since its date of inception, has been, and upon the sale of the Shares will continue to be, organized and operated in
conformity with the requirements for qualification and taxation as a &#8220;real estate investment trust&#8221; (a &#8220;<U>REIT</U>&#8221;) under Sections&nbsp;856 through 860 of the Internal Revenue Code of 1986, as amended and the regulations
and published interpretations thereunder (collectively, the &#8220;<U>Code</U>&#8221;), for all taxable years commencing with its taxable year ended December&nbsp;31, 1997. The proposed method of operation of the Company as described in Registration
Statement, the Prospectus and the Permitted Free Writing Prospectuses, if any, will enable the Company to continue to meet the requirements for qualification and taxation as a REIT under the Code, and no actions have been taken (or not taken which
are required to be taken) which would cause such qualification to be lost. The Company intends to continue to operate in a manner which would permit it to qualify as a REIT under the Code. The Company has no intention of changing its operations or
engaging in activities which would cause it to fail to qualify, or make economically undesirable its continued qualification, as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn) Neither the Company nor any subsidiary is and, after giving effect to the offering and sale of the Shares, will be required to register
as an &#8220;investment company&#8221; or an entity &#8220;controlled&#8221; by an &#8220;investment company,&#8221; as such terms are defined in the Investment Company Act of 1940, as amended (the &#8220;<U>Investment Company Act</U>&#8221;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo) To the Company&#8217;s knowledge, no relationship, direct or indirect, exists between or among the Company or any subsidiary, on the one
hand, and the officers, 10% stockholders or directors of the Company or any subsidiary, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement and the Prospectus which is not so described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp) 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 director or executive officer of the Company, or to or for any family member or affiliate of any director or executive officer of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq) Neither the Company nor any of the subsidiaries nor, to the Company&#8217;s knowledge, any employee or agent of the Company or the
subsidiaries has made any payment of funds of the Company or the subsidiaries or received or retained any funds in violation of any law, rule or regulation, which payment, receipt or retention of funds is of a character required to be disclosed in
the Registration Statement or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr) The Company is in compliance with all applicable provisions of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated thereunder. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss) The Common Stock is an &#8220;actively traded security&#8221; excepted from the
requirements of Rule&nbsp;101 of Regulation&nbsp;M under the Exchange Act by subsection&nbsp;(c)(1) of such rule. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt) Other than any
Terms Agreement or the Alternative Agreements, the Company has not entered into any other sales agency or distribution agreements or similar arrangements with any agent or other representative in respect of the Shares and the equity shelf program
established by the Distribution Agreements, the terms of which have not been properly and duly waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu) The operations of the Company
and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title&nbsp;III of the Uniting and
Strengthening America by Providing Appropriate Tools Required to intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), as amended, and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries
conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#8220;<U>Anti-Money Laundering Laws</U>&#8221;), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the best knowledge of the
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv) (A)&nbsp;Neither the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor,
to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them, is an individual or entity (&#8220;<U>Covered Person</U>&#8221;) that is, or is owned or controlled by a Covered Person that is: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#8217;s Office of Foreign Assets
Control (&#8220;<U>OFAC</U>&#8221;), the United Nations Security Council, the European Union, His Majesty&#8217;s Treasury or other relevant sanctions authority (collectively, &#8220;<U>Sanctions</U>&#8221;); nor </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation,
the <FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#8217;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#8217;s Republic, the Kherson, the <FONT STYLE="white-space:nowrap">non-government</FONT>
controlled areas of the Kherson and Zaporizhzhia regions of Ukraine, and any other Covered Region of Ukraine identified pursuant to Executive Order 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Venezuelan State-owned entities).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B) The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Covered Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) to fund or facilitate any activities or business of
or with any Covered Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) in any other manner that will result in a violation of Sanctions by any
Covered Person (including any Covered Person participating in the offering, whether as underwriter, advisor, investor or otherwise). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(C) The Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in,
any dealings or transactions with any Covered Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(D) Neither the Company nor any of its subsidiaries, nor any director, officer or, to the Company&#8217;s knowledge, employee
thereof, nor, to the Company&#8217;s knowledge, any agent, affiliate or representative of the Company or any of them: (i)&nbsp;has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii)&nbsp;has made any direct or indirect unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii)&nbsp;has made any bribe,
unlawful rebate, payoff, influence payment, kickback or other unlawful payment; or (iv)&nbsp;is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD Convention on Bribery of Foreign
Public Officials in International Business Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#8220;<U>FCPA</U>&#8221;) or any similar law or regulation to which the
Company, any of its subsidiaries, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is subject. The Company, its subsidiaries and their affiliates have
each conducted its businesses in compliance with the FCPA and any applicable similar law or regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 3. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 4. <U>Sale and Delivery of Securities</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell through the Sales Agent, as sales agent, and the Sales Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Sales Agent on any day
that (A)&nbsp;is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B)&nbsp;the Company has instructed the Sales Agent by telephone (confirmed promptly by electronic
mail) (or as otherwise agreed to by the Company and the Sales Agent) from any of the individuals listed as authorized representatives of the Company on <U>Schedule</U><U></U><U>&nbsp;B</U> hereto (the &#8220;<U>Authorized Company
Representatives</U>&#8221;) to make </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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such sales and (C)&nbsp;the Company has satisfied its obligations under Section&nbsp;8 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Sales Agent
daily as agreed to by the Sales Agent and in any event not in excess of the amount available for issuance under the currently effective Registration Statement relating to the sale of up to $2,500,000,000 of Shares as described in the prospectus
supplement dated December&nbsp;22, 2025, or any Registration Statement filed pursuant to Section&nbsp;5(g), or in a number in excess of the number of Shares authorized from time to time to be issued and sold under this Agreement by the
Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing (a &#8220;<U>Placement Notice</U>&#8221;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions hereof, the Sales Agent shall use its commercially reasonable efforts to offer and sell all
of the Shares designated; provided, however, that the Sales Agent shall have no obligation to offer or sell any Shares, and the Company acknowledges and agrees that the Sales Agent shall have no such obligation, in the event an offer or sale of the
Shares on behalf of the Company may in the judgment of the Sales Agent constitute the sale of a &#8220;block&#8221; under <FONT STYLE="white-space:nowrap">Rule&nbsp;10b-18(a)(5)</FONT> under the Exchange Act or a &#8220;distribution&#8221; within
the meaning of Rule&nbsp;100 of Regulation&nbsp;M under the Exchange Act or the Sales Agent reasonably believes it may be deemed an &#8220;underwriter&#8221; under the Act in a transaction that is other than by means of ordinary brokers&#8217;
transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule&nbsp;153 under the Act (such transactions are hereinafter referred to as &#8220;<U><FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings</U>&#8221;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) Notwithstanding the foregoing, the
Company, through any of the Authorized Company Representatives, may instruct the Sales Agent by telephone (confirmed promptly by electronic mail) (or as otherwise agreed to by the Company and the Sales Agent) not to sell the Shares if such sales
cannot be effected at or above the price designated by the Company in any such instruction. In addition, the Company or the Sales Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail) (or as otherwise
agreed to by the Company and the Sales Agent), suspend the offering of the Shares; provided, however, that such suspension shall not affect or impair the parties&#8217; respective obligations with respect to the Shares sold hereunder prior to the
giving of such notice. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii) The Sales Agent hereby covenants and agrees not to make any sales of the Shares on behalf of
the Company, pursuant to this Section&nbsp;4(a), other than (A)&nbsp;by means of <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">At-the-Market</FONT></FONT> Offerings and (B)&nbsp;such other sales of the Shares on behalf of the
Company in its capacity as agent of the Company as shall be agreed by the Company and the Sales Agent. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv) The
compensation to the Sales Agent, as an agent of the Company, for sales of the Shares shall be up to 1.00&nbsp;% of the gross sales price of the Shares sold pursuant to this Section&nbsp;4(a) or such lower amount as otherwise mutually agreed upon by
the Company and the Sales Agent from time to time. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to
the Company for such Shares (the &#8220;<U>Net Proceeds</U>&#8221;). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) The Sales Agent shall provide written confirmation to the Company
following the close of trading on the NYSE each day in which the Shares are sold under this Section&nbsp;4(a) setting forth the amount of the Shares sold on such day, the Net Proceeds to the Company and the compensation payable by the Company to the
Sales Agent with respect to such sales. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi) Settlement for sales of the Shares pursuant to this Section&nbsp;4(a) will
occur on the first business day following the date on which such sales are made or such other date as may be agreed by the Company and the Sales Agent (each such date, a &#8220;<U>Settlement Date</U>&#8221;). On each Settlement Date, the Shares sold
through the Sales Agent for settlement on such date shall be issued and delivered by the Company to the Sales Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of
the Shares by the Company or its transfer agent to the Sales Agent&#8217;s account, or to the account of the Sales Agent&#8217;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#8220;<U>DWAC</U>&#8221;) or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payments in
same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A)&nbsp;indemnify and hold the
Sales Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B)&nbsp;pay the Sales Agent any commission to which it would otherwise be entitled absent such default. The Authorized Company
Representatives shall be the contact persons for the Company for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section&nbsp;4(a)(vi). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii) At each Time of Sale, Settlement Date and Representation Date (as defined in Section&nbsp;5(q)), the Company shall be
deemed to have affirmed each of their respective representations and warranties contained in this Agreement. Any obligation of the Sales Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to
the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section&nbsp;8 of this
Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) (i)&nbsp;If the Company wishes to issue and sell the Shares other than as set forth in Section&nbsp;4(a) of this Agreement
(each, a &#8220;<U>Placement</U>&#8221;), it will notify the Sales Agent of the proposed terms of such Placement. If the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole
discretion) or, following discussions with the Company, wishes to accept amended terms, the Sales Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. In the event of a conflict between the terms of this
Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement will control. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) (i)&nbsp;Under no circumstances shall the aggregate number of Shares sold pursuant to
this Agreement exceed the number of Shares authorized from time to time to be issued and sold under this Agreement by the Company&#8217;s board of directors, or a duly authorized committee thereof, and notified to the Sales Agent in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) If either party has reason to believe that the exemptive provisions set forth in Rule&nbsp;101(c)(1) of Regulation&nbsp;M
under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the
judgment of each party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Each sale of the Shares to or through the Sales Agent shall be made in accordance with the terms of this
Agreement or, if applicable, a Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) Any offer, solicitation or sale of the Shares shall be effected by or through only
one of the Agents on any single trading day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) Subject to the limitations set forth herein and as may be mutually agreed upon by the
Company and the Sales Agent, sales pursuant to this Agreement may not be requested by the Company and need not be made by the Sales Agent during any period in which the Company is or could be deemed to be, in possession of material <FONT
STYLE="white-space:nowrap">non-public</FONT> information. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) Notwithstanding any other provision of this Agreement, the Company shall
not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement at any time during the period from and including the time the Company issues a press release containing, or shall otherwise publicly announce, its
earnings, revenues or other operating results for a fiscal period or periods (each, an &#8220;<U>Earnings Announcement</U>&#8221;) through and including the Representation Date that occurs in connection with the Company filing a Quarterly Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or an Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> (a &#8220;<U>Filing Time</U>&#8221;) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement, unless the Company shall first (i)&nbsp;prepare and deliver to the Sales Agent (with a copy to counsel for the Sales Agent) a Current Report on
<FONT STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> that includes substantially the same financial and related information that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers&#8217; quotations) (each, an &#8220;<U>Earnings</U><U></U><U>&nbsp;8</U><U><FONT STYLE="white-space:nowrap">-K</FONT></U>&#8221;), in form and substance reasonably satisfactory to the Sales Agent, and, prior to its filing, obtain the
written consent of the Sales Agent to such filing (which consent shall not be unreasonably withheld), (ii)&nbsp;provide the Sales Agent with the officers&#8217; certificates, opinions and letters of counsels and accountants&#8217; letter specified
in Sections&nbsp;5(q) through 5(u), inclusive, hereof, (iii)&nbsp;afford the Sales Agent the opportunity to conduct a due diligence review in accordance with Section&nbsp;5(v) hereof prior to filing such
<FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> and (iv)&nbsp;file (rather than furnish) such <FONT STYLE="white-space:nowrap">Earnings&nbsp;8-K</FONT> with the Commission. For purposes of clarity, the parties hereto agree that
(A)&nbsp;the delivery of any officers&#8217; certificates, opinions or letters of counsel or accountants&#8217; letter pursuant to this Section&nbsp;4(g) shall not relieve the Company from any of its obligations under this Agreement with respect to
any Quarterly Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> or Annual Report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K,</FONT> as the case may be, including, without limitation, the obligation to deliver officers&#8217;
certificates, opinions and letters of counsel and accountants&#8217; letters as provided in Sections&nbsp;5(q) through 5(u), inclusive, hereof, and (B)&nbsp;this Section&nbsp;4(g) shall in no way affect or limit the operation of Section&nbsp;4(d)
hereof, which shall have independent application. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) The Company acknowledges and agrees that (A)&nbsp;there can be no assurance that the
Sales Agent will be successful in selling the Shares, (B)&nbsp;the Sales Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Sales Agent to
use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (C)&nbsp;the Sales Agent shall be under no
obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Sales Agent and the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 5. <U>Covenants of the Company</U>. The Company agrees with the Sales Agent: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) During the period in which a prospectus relating to the Shares is required to be delivered under the Act (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule), to notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement has become effective or any
subsequent supplement to the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus has been filed; to prepare and file with the Commission, promptly upon the Sales Agent&#8217;s request, any amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus that, in the Sales Agent&#8217;s reasonable opinion, may be necessary or advisable in connection with the offering of the Shares by the Sales
Agent; and to cause each amendment or supplement to the Basic Prospectus or the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule&nbsp;424(b) of the Act or, in the case of any Incorporated Document,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) To promptly advise the
Sales Agent, confirming such advice in writing, of any suspension of the Sales Agent&#8217;s obligations under <FONT STYLE="white-space:nowrap">Rule&nbsp;15c2-8</FONT> under the Exchange Act or any request by the Commission for amendments or
supplements to the Registration Statement, the Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of examination, institution of proceedings for, or the entry of
a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such
order as soon as possible; to promptly advise the Sales Agent of any proposal to amend or supplement the Registration Statement, the Basic Prospectus or the Prospectus, and to provide the Sales Agent and its counsel copies of any such documents for
review and comment a reasonable amount of time prior to any proposed filing and to file no such amendment or supplement (other than any prospectus supplement relating to the offering of other securities (including, without limitation, the Common
Stock)) to which the Sales Agent shall have objected in writing. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) To make available to the Sales Agent, as soon as practicable after this Agreement
becomes effective, and thereafter from time to time to furnish to the Sales Agent, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the
effective date of the Registration Statement) as the Sales Agent may request for the purposes contemplated by the Act; in case the Sales Agent is required to deliver (whether physically, deemed to be delivered pursuant to Rule&nbsp;153 or through
compliance with Rule&nbsp;172 under the Act or any similar rule), in connection with the sale of the Shares, a prospectus after the nine-month period referred to in Section&nbsp;10(a)(3) of the Act, or after the time a post-effective amendment to
the Registration Statement is required pursuant to Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, the Company will prepare, at its expense, promptly upon request such amendment or amendments to the
Registration Statement and the Prospectus as may be necessary to permit compliance with the requirements of Section&nbsp;10(a)(3) of the Act or Item&nbsp;512(a) of <FONT STYLE="white-space:nowrap">Regulation&nbsp;S-K</FONT> under the Act, as the
case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Subject to Section&nbsp;5(b) hereof, to file promptly all reports and documents and any preliminary or definitive proxy
or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act for so long as a prospectus is required by the Act to be delivered (whether physically, deemed to be delivered pursuant to
Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares; and to provide the Sales Agent, for its review and comment, with a copy of such reports and statements and other
documents to be filed by the Company pursuant to Section&nbsp;13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to file no such report, statement or document to which the Sales Agent
shall have objected in writing; and to promptly notify the Sales Agent of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) To pay the fees applicable to the Registration
Statement in connection with the offering of the Shares within the time required by Rule&nbsp;456(b)(1) (i)&nbsp;under the Act (without reliance on the proviso to Rule&nbsp;456(b)(1)(i) under the Act) and in compliance with Rule&nbsp;456(b) and
Rule&nbsp;457(r) under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) If at any time when Shares remain unsold by the Sales Agent the Company receives from the Commission
a notice pursuant to Rule&nbsp;401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (a)&nbsp;promptly notify the Sales Agent, (b)&nbsp;promptly file a new registration
statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Sales Agent, (c)&nbsp;use its best efforts to cause such registration statement or post-effective amendment to be declared effective as
soon as practicable (if such filing is not otherwise effective immediately pursuant to Rule&nbsp;462 under the Act) and (d)&nbsp;promptly notify the Sales Agent of such effectiveness. The Company will take all other action necessary or appropriate
to permit the public offering and sale of the Shares to continue as contemplated in the Registration Statement that was the subject of the notice under Rule&nbsp;401(g)(2) under the Act or for which the Company has otherwise become ineligible.
References herein to the Registration Statement relating to the Shares shall include such new registration statement or post-effective amendment, as the case may be. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) If immediately prior to the third anniversary (the &#8220;<U>Renewal
Deadline</U>&#8221;) of the initial effective date of the Registration Statement, any of the Shares remain unsold by the Sales Agent, the Company will, prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new
automatic shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has
not already done so, file a new shelf registration statement relating to the Shares, in a form satisfactory to the Sales Agent, and will use its best efforts to cause such registration statement to be declared effective within 180&nbsp;days after
the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the expired registration statement. References herein to the Registration
Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)
To promptly notify the Sales Agent of the happening of any event that could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during any period during which a prospectus is required to be delivered (whether physically, deemed to be
delivered pursuant to Rule&nbsp;153 or through compliance with Rule&nbsp;172 under the Act or any similar rule) in connection with any sale of Shares, subject to Section&nbsp;5(b), to prepare and furnish, at the Company&#8217;s expense, to the Sales
Agent promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) To furnish such
information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states or other jurisdictions as the Sales Agent may designate and to maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except
service of process with respect to the offering and sale of the Shares); and to promptly advise the Sales Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for offer or sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j) To make generally available to its security
holders, and to deliver to the Sales Agent, an earnings statement of the Company (which will satisfy the provisions of Section&nbsp;11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement
(as defined in Rule&nbsp;158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than eighteen months after the effective date of the Registration Statement (as such date is defined in
Rule&nbsp;158(c) under the Act). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k) To apply the net proceeds from the sale of the Shares in the manner set forth under the caption
&#8220;Use of Proceeds&#8221; in the Prospectus Supplement or, if not so specified, in the Prospectus, and if not so specified, in the Basic Prospectus. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l) Until the settlement of sale of all Common Stock being offered pursuant to this
Agreement, at any time that sales of the Common Stock have been made but not settled or at any time the Company has outstanding with the Sales Agent any instructions to sell the Common Stock but such instructions have not been fulfilled or
cancelled, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of the Common Stock or securities
convertible into or exchangeable or exercisable for the Common Stock or warrants or other rights to purchase the Common Stock or any other securities of the Company that are substantially similar to the Common Stock or permit the registration under
the Act of any shares of the Common Stock, including pursuant to another Distribution Agreement, in each case without giving the Sales Agent at least three business days&#8217; prior written notice specifying the nature of the proposed sale and the
date of such proposed sale. Notwithstanding the foregoing, the Company may (i)&nbsp;register the offer and sale of the Shares through the Sales Agent pursuant to this Agreement; (ii)&nbsp;issue Common Stock, restricted stock, options or other units
or awards pursuant to the Company&#8217;s long term stock incentive plans as currently in effect (or file a <FONT STYLE="white-space:nowrap">Form&nbsp;S-8</FONT> related to such plans) or pursuant to the exercise of employee stock options or other
awards; (iii)&nbsp;issue Common Stock pursuant to the DRSPP or any successor dividend reinvestment or share purchase plan (or the filing of a <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> related to such a plan) and (iv)&nbsp;offer or issue
any series of preferred stock that is not convertible into shares of Common Stock other than in connection with a &#8220;change of control.&#8221; For the avoidance of doubt, the Company will not be prohibited from issuing Common Stock upon the
election by a holder of Preferred Stock to convert Preferred Stock into Common Stock. In the event that notice of a proposed sale is provided by the Company pursuant to this Section&nbsp;5(l), the Sales Agent may suspend activity under this program
for such period of time as may be requested by the Company or as may be deemed appropriate by the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m) Not, at any time at or
after the execution of this Agreement, to offer or sell any Shares by means of any &#8220;prospectus&#8221; (within the meaning of the Act), or use any &#8220;prospectus&#8221; (within the meaning of the Act) in connection with the offer or sale of
the Shares, in each case other than the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n) The Company will not, and will cause its subsidiaries not to, take, directly or
indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o) To use its best efforts to cause the Common Stock to be listed on the NYSE and to maintain such listing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p) To advise the Sales Agent immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that
would alter or affect any opinion, certificate, letter and other document provided to the Sales Agent pursuant to Section&nbsp;8 herein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q) Upon commencement of the offering of the Shares under this Agreement, and within four trading days of each time that (i)&nbsp;the
Registration Statement or the Prospectus shall be amended or supplemented (other than pursuant to subclause&nbsp;(ii) below and other than a prospectus supplement filed pursuant to Rule&nbsp;424(b) under the Act relating solely to the offering of
securities other than the Shares), (ii)&nbsp;there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K,</FONT> unless the Sales Agent
shall otherwise reasonably request), or (iii)&nbsp;otherwise as the Sales Agent may reasonably request (the date of commencement of the offering of the Shares under this </P>
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Agreement and each date referred to in subclauses&nbsp;(i), (ii) and (iii)&nbsp;above, each a &#8220;<U>Representation Date</U>&#8221;), the Company shall furnish or cause to be furnished to the
Sales Agent forthwith a certificate dated as of such delivery date, in form satisfactory to the Sales Agent to the effect that the statements contained in the certificate referred to in Section&nbsp;8(e)(i) of this Agreement which were last
furnished to the Sales Agent are true and correct as of such delivery date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to
such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section&nbsp;8(e)(i), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to
the time of delivery of such certificate. The requirement to provide a certificate under this Section&nbsp;5(q) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder or under any Alternative Agreement (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date.
Notwithstanding the foregoing, if the Company subsequently decides to sell Shares through the Sales Agent or any Alternative Agent following a Representation Date when the Company relied on such waiver and did not provide the Agents with a
certificate under this Section&nbsp;5(q), then before the Company delivers the Placement Notice or the Sales Agent or any Alternative Agent sells any Shares, the Company shall provide the Sales Agent with such certificate, dated the date of the
Placement Notice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to
deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Sales Agent written opinions of (i)&nbsp;Davis Polk&nbsp;&amp; Wardwell LLP, special counsel for the
Company (including negative assurance), (ii)&nbsp;Hunton Andrews Kurth LLP, tax counsel for the Company, (iii)&nbsp;Venable LLP, Maryland counsel for the Company and (iv)&nbsp;Anthony&nbsp;C. Green, Chief Corporate Officer, Chief Legal Officer and
Secretary for the Company or other counsels satisfactory to the Sales Agent, dated and delivered as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the opinions referred to in Section&nbsp;8(c) of
this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s) On or prior to four trading days after each Representation Date with respect to which the Company is obligated to deliver a certificate
under Section&nbsp;8(e) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Sales Agent forthwith a certificate of the Secretary of the Company, dated and delivered as of such delivery date, in form and
substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t) On or prior to four trading days after each Representation Date with respect to which the
Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, shall deliver a written opinion, dated and delivered as of such delivery date,
in form and substance satisfactory to the Sales Agent. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u) On or prior to four trading days after each Representation Date with respect to which
the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no waiver is applicable, the Company shall cause the Accountants or other independent accountants satisfactory to the Sales Agent, forthwith to furnish to the Sales
Agent a letter, dated as of such delivery date, in form and substance satisfactory to the Sales Agent, of the same tenor as the letter referred to in Section&nbsp;8(d) of this Agreement but modified to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter. Notwithstanding anything else contained herein to the contrary, other than as set forth in this Section&nbsp;5(u) and Section&nbsp;8(d) of this Agreement the Company shall be under
no additional obligations to cause the Accountants to provide a letter to the Sales Agent, provided however, so long as this Agreement remains in effect, to the extent the Sales Agent reasonably believes it needs such a letter at some time other
than as required under this Section&nbsp;5(u) and Section&nbsp;8(d), the Sales Agent may suspend the offering of the Shares in accordance with Section&nbsp;4(a)(ii) of this Agreement, if such letter is not delivered. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v) At each Representation Date with respect to which the Company is obligated to deliver a certificate under Section&nbsp;8(e) for which no
waiver is applicable, to conduct a due diligence session, in form and substance, satisfactory to the Sales Agent, which shall include representatives of the management and the accountants of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w) That the Company consents to the Sales Agent trading in the Common Stock for the Sales Agent&#8217;s own account and for the account of
its clients at the same time as sales of the Shares occur pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x) If to the knowledge of the Company, any
condition set forth in Section&nbsp;8(a) or Section&nbsp;8(h) of this Agreement shall not have been satisfied on the applicable Settlement Date, to offer to any person who has agreed to purchase the Shares from the Company as the result of an offer
to purchase solicited by the Sales Agent the right to refuse to purchase and pay for such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y) To disclose in its quarterly
reports on <FONT STYLE="white-space:nowrap">Form&nbsp;10-Q</FONT> and in its annual report on <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> the number of the Shares sold through or to the Sales Agent under this Agreement, the Net Proceeds
to the Company and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z) To ensure that prior to instructing the Sales Agent to sell Shares the Company shall have obtained all necessary corporate authority for
the offer and sale of such Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa) That each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed
to be an affirmation to the Sales Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an
undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Shares relating to such acceptance, as though made at and as of such date (except that such representations and warranties shall be
deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb) The Company
has been organized and operated in conformity with the requirements for qualification and taxation of the Company as a REIT under the Code, and the Company&#8217;s proposed methods of operation will enable the Company to continue to meet the
requirements for qualification and taxation as a REIT under the Code. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc) The Company has retained the Accountants as its qualified accountants and qualified tax
experts (i)&nbsp;to test procedures and conduct annual compliance reviews designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act and (ii)&nbsp;to otherwise assist
the Company in monitoring appropriate accounting systems and procedures designed to determine compliance with the REIT provisions of the Code and the Company&#8217;s exempt status under the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 6. <U>Reserved</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 7. <U>Payment of Expenses</U>. The Company agrees with the Sales Agent that whether or not the transactions contemplated hereunder are
consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and
filing of the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the
Sales Agent (including costs of mailing and shipment), (ii)&nbsp;the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares,
(iii)&nbsp;the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Sales
Agent (including costs of mailing and shipment), (iv)&nbsp;the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal
fees and filing fees and other disbursements of counsel for the Sales Agent) and the printing and furnishing of copies of any blue sky surveys to the Sales Agent, (v)&nbsp;the listing of the Shares on any securities exchange or qualification of the
Shares for quotation on the NYSE and any registration thereof under the Exchange Act and (vi)&nbsp;any filing for review of the public offering of the Shares by FINRA, including the reasonable legal fees and disbursements of counsel for the Sales
Agent relating to FINRA matters. The Sales Agent will pay all of its other <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> costs and expenses incurred in connection with entering into this Agreement and
the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 8. <U>Conditions of Sales Agent&#8217;s Obligations</U>. The obligations of the Sales Agent hereunder are subject to (i)&nbsp;the
accuracy of the representations and warranties on the part of the Company on the date hereof, any applicable date referred to in Section&nbsp;5(q) of this Agreement and as of each Settlement Date, (ii)&nbsp;the performance by the Company of its
obligations hereunder and (iii)&nbsp;to the following additional conditions precedent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;No stop order with respect to the effectiveness of the Registration Statement
shall have been issued under the Act or proceedings initiated under Section&nbsp;8(d) or 8(e) of the Act, and no order directed at or in relation to any document incorporated by reference therein and no order preventing or suspending the use of the
Prospectus has been issued by the Commission, the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement or any post-effective amendment thereto, and no suspension of the qualification of
the Shares for offering or sale in any jurisdiction, or to the knowledge of the Company or the Sales Agent of the initiation or threatening of any proceedings for any of such purposes, has occurred; (ii)&nbsp;the Registration Statement and all
amendments thereto, or modifications thereof, if any, shall not contain 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; (iii)&nbsp;none
of the Basic Prospectus or the Prospectus, and no amendment or supplement thereto, or modification thereof, if any, shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (iv)&nbsp;no Prospectus, together with any combination of one or more of the Permitted Free Writing Prospectuses, if any, and no
amendment or supplement thereto, shall include 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 under which they are made, not misleading;
and (v)&nbsp;none of the Permitted Free Writing Prospectuses, if any, shall include 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 under
which they are made, not misleading. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the respective dates as of which information is given in the Registration
Statement, the Basic Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, (i)&nbsp;no material and unfavorable change, financial or otherwise (other than as referred to in the Registration Statement and the Prospectus), in
the business, condition, net worth or prospects of the Company and its subsidiaries, taken as a whole, in the judgment of the Sales Agent, shall occur or become known and (ii)&nbsp;no transaction which is material and unfavorable to the Company or
any of its subsidiaries, taken as a whole (other than as referred to in the Registration Statement and Prospectus), in the judgment of the Sales Agent, shall have been entered into by the Company or any of its subsidiaries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) The Company shall furnish to the Sales Agent, at every date specified in Section&nbsp;5(r) of this Agreement for which no waiver is
applicable, the opinions of Davis Polk&nbsp;&amp; Wardwell LLP, Hunton Andrew Kurth LLP, Venable LLP and the Chief Legal Officer of the Company addressed to the Sales Agent, and dated as of such date, and in form satisfactory to the Sales Agent, in
the form set forth in <U>Exhibits</U><U></U><U>&nbsp;A</U><U><FONT STYLE="white-space:nowrap">-1</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-2</FONT></U>, <U>A</U><U><FONT STYLE="white-space:nowrap">-3</FONT></U> and <U>A</U><U><FONT
STYLE="white-space:nowrap">-4</FONT></U> hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) At the dates specified in Section&nbsp;5(u) of this Agreement, the Sales Agent shall
have received from the Accountants letters dated the date of delivery thereof and addressed to the Sales Agent in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) (i)&nbsp;The Company shall deliver to the Sales Agent, on or prior to four trading days after each Representation Date specified in
Section&nbsp;5(q) of this Agreement, a certificate of two of its executive officers to the effect that (i)&nbsp;the representations and warranties of the Company as set forth in this Agreement are true and correct as of such delivery date,
(ii)&nbsp;the Company has performed such of its obligations under this Agreement as are to be performed at or before each such delivery date and (iii)&nbsp;the conditions set forth in paragraphs&nbsp;(a) and (b)&nbsp;of this Section&nbsp;8 have been
met. The certificate shall also state that the Shares have been duly and validly authorized by the Company, that all corporate action required to be taken for the issuance and sale of the Shares has been validly and sufficiently taken, and that the
Company&#8217;s Board of Directors or any other body with authority has not revoked, rescinded or otherwise modified or withdrawn such authorization or corporate action. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f) The Sales Agent shall have received, at every date specified in Section&nbsp;5(t) of
this Agreement, the favorable opinion of Cravath, Swaine&nbsp;&amp; Moore LLP, counsel to the Sales Agent, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g) The Sales Agent shall have received, at every date specified in Section&nbsp;5(s) of this Agreement, a certificate of the Secretary of the
Company, dated as of such date, and in form and substance satisfactory to the Sales Agent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h) All filings with the Commission required
by Rule&nbsp;424 under the Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule&nbsp;424. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The Shares shall have been approved for listing on the NYSE, subject only to notice of issuance at or prior to the Settlement Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of clarity and without limitation to any other provision of this Section&nbsp;8 or elsewhere in this Agreement, the Company and
the Sales Agent agree that the Sales Agent&#8217;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Placement Notice shall, unless otherwise agreed in writing by the Sales Agent, be
suspended during the period from and including a Representation Date for which certificates are required to be delivered pursuant to Section&nbsp;5(q) through and including the time the Sales Agent shall have received the documents described in
Sections&nbsp;8(c) through 8(g), inclusive. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 9. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify, defend and hold harmless the Sales Agent and its affiliates, its and their directors, officers, employees
and agents and any person who controls the Sales Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage,
expense, liability or claim (including the reasonable cost of investigation) which the Sales Agent or any such person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim
arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or in the Registration Statement as amended by any post-effective amendment thereof by the Company)
or arises out of or is based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in,
the Registration Statement or arises out of or is based upon any omission or alleged omission to state a material fact in the Registration Statement in connection with such information, which material fact was not contained in such information and
which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
untrue statement of a material fact included in any Prospectus (the term Prospectus for the purpose of this Section&nbsp;9 being deemed to include the Basic Prospectus, the Prospectus Supplement,
the Prospectus and any amendments or supplements to the foregoing), in any Permitted Free Writing Prospectus, in any &#8220;issuer information&#8221; (as defined in Rule&nbsp;433 under the Act) of the Company or in any Prospectus together with any
combination of one or more of the Permitted Free Writing Prospectuses, if any, or arises out of or is based upon any omission or alleged omission 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, except, with respect to such Prospectus or Permitted Free Writing Prospectus, insofar as any such loss, damage, expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, such Prospectus or Permitted Free Writing Prospectus or
arises out of or is based upon any omission or alleged omission to state a material fact in such Prospectus or Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which
material fact was necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any action, suit or proceeding (together, a &#8220;<U>Proceeding</U>&#8221;) is brought against the Sales Agent or any such person in
respect of which indemnity may be sought against the Company pursuant to the foregoing paragraph, the Sales Agent or such person shall promptly notify the indemnifying party in writing of the institution of such Proceeding and the Company shall
assume the defense of such Proceeding, including the employment of counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission to so notify the Company shall not relieve the
Company from any liability which the Company may have to the Sales Agent or any such person or otherwise except to the extent the Company was materially prejudiced by such omission. The Sales Agent or such person shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sales Agent or of such person unless the employment of such counsel shall have been authorized in writing by the Company in connection
with the defense of such Proceeding or the Company shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which are different from, additional to or in conflict with those available to the Company (in which case the Company shall not have the right to direct the defense of such
Proceeding on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the Company, and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more
than one separate counsel (in addition to any local counsel) in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless the Sales Agent and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Company to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
sentence of this paragraph, then the Company agrees that it shall be liable for any settlement of any Proceeding effected </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Company of the aforesaid request, (ii)&nbsp;the Company shall not have
reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the indemnifying party at least 30&nbsp;days&#8217; prior notice of its intention to settle.
The Company shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified party is or may be a party and indemnity could have been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault or
culpability or a failure to act, by or on behalf of such indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent agrees to indemnify, defend and hold
harmless the Company, and each of its directors and each of the Company&#8217;s officers, who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of
the Exchange Act, and the successors and assigns of all of the foregoing persons, from and against any loss, damage, expense, liability or claim (including the reasonable cost of investigation) which, jointly or severally, the Company or any such
person may incur under the Act, the Exchange Act, the common law or otherwise, insofar as such loss, damage, expense, liability or claim arises out of or is based upon (i)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in and, in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use with reference to the Sales Agent in the Registration Statement (or in the Registration Statement as amended by
any post-effective amendment thereof by the Company), or arises out of or is based upon any omission or alleged omission to state a material fact in such Registration Statement in connection with such information, which material fact was not
contained in such information and which material fact was required to be stated in such Registration Statement or was necessary to make such information not misleading or (ii)&nbsp;any untrue statement or alleged untrue statement of a material fact
contained in, and in conformity with information furnished in writing by or on behalf of the Sales Agent to the Company expressly for use in, the Prospectus Supplement or a Permitted Free Writing Prospectus, or arises out of or is based upon any
omission or alleged omission to state a material fact in the Prospectus Supplement or a Permitted Free Writing Prospectus in connection with such information, which material fact was not contained in such information and which material fact was
necessary in order to make the statements in such information, in the light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any Proceeding is brought against the Company or any such person in respect of which indemnity may be sought against the Sales Agent
pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Sales Agent in writing of the institution of such Proceeding and the Sales Agent shall assume the defense of such Proceeding, including the employment of
counsel reasonably satisfactory to such indemnified party and payment of all fees and expenses; <I>provided</I>, <I>however</I>, that the omission to so notify the Sales Agent shall not relieve the Sales Agent from any liability which the Sales
Agent may have to the Company or any such person or otherwise. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company such person
unless the employment of such counsel shall have been authorized in writing by the Sales Agent in connection with the defense of such Proceeding or the Sales </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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Agent shall not have, within a reasonable period of time in light of the circumstances, employed counsel to have charge of the defense of such Proceeding or such indemnified party or parties
shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to or in conflict with those available to the Sales Agent (in which case the Sales Agent shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties, but the Sales Agent may employ counsel and participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Sales Agent), in any of
which events such fees and expenses shall be borne by the Sales Agent and paid as incurred (it being understood, however, that the Sales Agent shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel)
in any one Proceeding or series of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding). The Sales Agent shall not be liable for any settlement of any such Proceeding effected without
the written consent of the Sales Agent but if settled with the written consent of the Sales Agent, the Sales Agent agrees to indemnify and hold harmless the Company and any such person from and against any loss or liability by reason of such
settlement. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested the Sales Agent to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Sales Agent agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 60&nbsp;business days after receipt by the Sales Agent of
the aforesaid request, (ii)&nbsp;the Sales Agent shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)&nbsp;such indemnified party shall have given the Sales Agent at least
30&nbsp;days&#8217; prior notice of its intention to settle. The Sales Agent shall not, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding in respect of which any indemnified
party is a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such
Proceeding. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) If the indemnification provided for in this Section&nbsp;9 is unavailable to an indemnified party under
subsections&nbsp;(a) and (b)&nbsp;of this Section&nbsp;9 or insufficient to hold an indemnified party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, damages, expenses, liabilities or claims (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Sales Agent, on the other hand, from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause&nbsp;(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause&nbsp;(i) above but also the relative fault of the Company, on the one hand, and of the Sales Agent, on the other, in connection with the statements or omissions which resulted in such losses, damages,
expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Sales Agent, on the other, shall be deemed to be in the same respective proportions as
the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company, and the total underwriting discounts and commissions received by the Sales Agent, bear to the aggregate
public offering price of the Shares. The relative fault of the Company, on the one hand, and of the Sales Agent, on the other, shall be determined by reference to, among </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Sales Agent and
the parties&#8217; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, damages, expenses, liabilities and claims
referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any Proceeding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section&nbsp;9 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in subsection&nbsp;(c) above. Notwithstanding the provisions of this Section&nbsp;9, the Sales Agent shall
not be required to contribute any amount in excess of commissions received by it under this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e) The Company and the Sales Agent agree promptly to notify each other
of the commencement of any Proceeding against it and, in the case of the Company, against any of the Company&#8217;s officers or directors in connection with the issuance and sale of the Shares, or in connection with the Registration Statement, the
Basic Prospectus, the Prospectus or any Permitted Free Writing Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 10. <U>Representations and Agreements to Survive
Delivery</U>. The indemnity and contribution agreements contained in Section&nbsp;9 and the covenants, warranties and representations of the Company contained in this Agreement or in certificates delivered pursuant hereto shall remain in full force
and effect regardless of any investigation made by or on behalf of the Sales Agent, its partners, directors or officers or any person (including each partner, officer or director of such person) who controls the Sales Agent within the meaning of
Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act, or by or on behalf of the Company, its directors or officers or any person who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the
Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 11.
<U>Termination</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions
of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if any of the Shares have been
sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect, (ii)&nbsp;with respect to any pending sale, through the Sales Agent for the Company, the obligations of the Company,
including in respect of compensation of the Sales Agent, shall remain in full force and effect notwithstanding the termination and (iii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this Agreement shall remain in full
force and effect notwithstanding such termination. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b) The Sales Agent shall have the right, by giving written notice as hereinafter specified,
to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i)&nbsp;if
any of the Shares have been sold through the Sales Agent for the Company, then Section&nbsp;5(j) and Section&nbsp;5(w) shall remain in full force and effect and (ii)&nbsp;the provisions of Sections&nbsp;7, 9, 10, 12, 13, 14, 18 and 20 of this
Agreement shall remain in full force and effect notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c) This Agreement shall remain in full force and
effect unless terminated pursuant to Sections&nbsp;11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December&nbsp;22, 2030; <I>provided</I> that any such termination by mutual agreement shall
in all cases be deemed to provide that Sections&nbsp;7, 9 and 10 shall remain in full force and effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this
Agreement shall be effective on the date specified in such notice of termination; <I>provided</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as
the case may be. If such termination shall occur prior to the Settlement Date for any sale of the Shares, such sale shall settle in accordance with the provisions of Section&nbsp;4(a)(vi) of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 12. <U>Notices</U>. Except as otherwise herein provided, all statements, requests, notices and agreements under this Agreement shall
be in writing and delivered by hand, overnight courier, mail or facsimile and, if to the Sales Agent, shall be sufficient in all respects if delivered or sent to Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention:
Equity Syndicate Department (fax no: (212) <FONT STYLE="white-space:nowrap">214-5918),</FONT> and a copy for information purposes to Andrew J. Pitts, Esq. and Ryan J. Patrone, Esq. at Cravath, Swaine&nbsp;&amp; Moore LLP, Two Manhattan West, 375
Ninth Avenue, New York, New York 10001 and, if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 1211&nbsp;Avenue of the Americas, New York, New York 10036, Attention:
David&nbsp;L. Finkelstein with a copy for information purposes to Davis Polk&nbsp;&amp; Wardwell LLP at 450 Lexington Avenue New York, New York 10017, Attention: Shane Tintle, facsimile number: (212) <FONT STYLE="white-space:nowrap">450-4000,</FONT>
Email: shane.tintle@davispolk.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 13. <U>Parties at Interest</U>. The Agreement herein set forth has been and is made solely for the benefit of the Sales Agent, the
Company and, to the extent provided in Section&nbsp;9 of this Agreement, the controlling persons, directors and officers referred to in such section, and their respective successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from the Sales Agent) shall acquire or have any right under or by virtue of this Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 14. <U>No Fiduciary Relationship</U>. The Company hereby acknowledges that the Sales
Agent is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company&#8217;s securities. The Company further acknowledges that the Sales Agent is acting pursuant to a contractual relationship created solely
by this Agreement entered into on an arm&#8217;s length basis, and in no event do the parties intend that the Sales Agent act or be responsible as a fiduciary to the Company or its management, stockholders or creditors or any other person in
connection with any activity that the Sales Agent may undertake or have undertaken in furtherance of the purchase and sale of the Company&#8217;s securities, either before or after the date hereof. The Sales Agent hereby expressly disclaims any
fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that
effect. The Company and the Sales Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Sales Agent to the Company regarding such
transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company&#8217;s securities, do not constitute advice or recommendations to the Company, nor shall the expression of such opinions or views
constitute any solicitation of any action by the Sales Agent. The Company hereby (a)&nbsp;waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Sales Agent with respect to any breach or alleged
breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions and (b)&nbsp;agrees that none of the activities of the Sales Agent in connection
with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Sales Agent with respect to any entity or natural person. The Company has consulted its own legal, accounting, financial,
regulatory and tax advisors to the extent deemed appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 15. <U>Press Releases and Disclosure</U>. The Company may issue a
press release in compliance with Rule&nbsp;134 under the Act describing the material terms of the transactions contemplated hereby as soon as practicable following the date hereof, and may file with the Commission a Current Report on <FONT
STYLE="white-space:nowrap">Form&nbsp;8-K</FONT> describing the material terms of the transaction contemplated hereby, and the Company shall consult with the Sales Agent prior to making such disclosures, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosures that is reasonably satisfactory to all parties. No party hereto shall issue thereafter any press release or like public statement (including, without limitation, any disclosure
required in reports filed with the Commission pursuant to the Exchange Act) related to this Agreement or any of the transactions contemplated hereby without the prior written approval of the other parties hereto, except as may be necessary or
appropriate in the opinion of the party seeking to make disclosure to comply with the requirements of applicable law or stock exchange rules. If any such press release or like public statement is so required, the party making such disclosure shall
consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure that is reasonably satisfactory to all parties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 16. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related numbers contained in this Agreement
shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 17. <U>Entire Agreement</U>. This Agreement constitutes the entire agreement and
supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. The Company and the Sales Agent hereby confirm and agree that the Distribution
Agency Agreement, dated May&nbsp;8, 2025 (as amended, supplemented or otherwise modified from time to time, the &#8220;<U>Prior Sales Agreement</U>&#8221;), between the Company and the Sales Agent is hereby deemed to be terminated, effective as of
December&nbsp;22, 2025, pursuant to Section&nbsp;11(a) thereof and, except as provided in Section&nbsp;11 thereof, is of no further force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 18. <U>Counterparts; Electronic Signatures</U>. This Agreement may be signed by the parties in one or more counterparts which together
shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and
Records Act (N.Y. State Tech. <FONT STYLE="white-space:nowrap">&#167;&#167;&nbsp;301-309),</FONT> as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 19. <U>Law;
Construction</U>. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#8220;<U>Claim</U>&#8221;), directly or indirectly, shall be governed by, and
construed in accordance with, the internal laws of the State of New York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 20. <U>Headings</U>. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 21. <U>Submission to
Jurisdiction</U>. Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the
Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Company consents to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> jurisdiction of such courts and personal service with
respect thereto. The Company hereby consents to personal jurisdiction, service and venue in any court in which any Claim arising out of or in any way relating to this Agreement is brought by any third party against the Sales Agent or any indemnified
party. Each of the Sales Agent and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the
Company and may be enforced in any other courts in the jurisdiction of which the Company is or may be subject, by suit upon such judgment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 22. <U>Successors and Assigns</U>. This Agreement shall be binding upon the Sales Agent, the Company and their successors and assigns
and any successor or assign of any substantial portion of the Company&#8217;s and the Sales Agent&#8217;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">SECTION 23. <U>Recognition of the U.S. Special Resolution Regimes</U>. In the event that the Sales Agent that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent 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. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such
Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;23, a &#8220;BHC Act Affiliate&#8221; has the meaning assigned to the term &#8220;affiliate&#8221; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167;&nbsp;1841(k). &#8220;Covered Entity&#8221; means any of the following: (i)&nbsp;a &#8220;covered entity&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167;&nbsp;252.82(b); (ii)&nbsp;a &#8220;covered bank&#8221; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;&nbsp;47.3(b); or (iii)&nbsp;a &#8220;covered FSI&#8221; as that term is defined in, and interpreted in
accordance with, 12 C.F.R. &#167;&nbsp;382.2(b). &#8220;Default Right&#8221; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;&nbsp;252.81, 47.2 or 382.1, as applicable. &#8220;U.S. Special
Resolution Regime&#8221; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title&nbsp;II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P> <P STYLE="font-size:18pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding among the Company and the Sales
Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement and your acceptance shall constitute a binding agreement among the Company and the Sales Agent. Alternatively, the execution of this Agreement by the
Company and its acceptance by or on behalf of the Sales Agent may be evidenced by an exchange of telegraphic or other written communications. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="79%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="5"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5"><B>ANNALY CAPITAL MANAGEMENT, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="4"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ David&nbsp;L. Finkelstein</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">David&nbsp;L. Finkelstein</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Executive Officer and</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" COLSPAN="3"><FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">

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<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">ACCEPTED as of the date</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">first above written</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>WELLS FARGO SECURITIES, LLC</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Jaime Cohen</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Jaime Cohen</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<B><I>Signature Page to Distribution Agency Agreement</I></B>] </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Permitted Free Writing Prospectuses </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None.
</P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Schedule B </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Authorized Company Representatives </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">David
Finkelstein, Chief Executive Officer and <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Investment Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT
STYLE="white-space:nowrap">205-7256</FONT> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: dfinkelstein@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Steve Campbell, President and
Chief Operating Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">413-1885</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: scampbell@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Serena Wolfe, Chief Financial
Officer </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (212) <FONT STYLE="white-space:nowrap">626-2308</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: swolfe@annaly.com </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Anthony Green, Chief Corporate
Officer, Chief Legal Officer and Secretary </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: (646) <FONT STYLE="white-space:nowrap">728-7668</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Fax: (212) <FONT STYLE="white-space:nowrap">696-0100</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: agreen@annaly.com </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-1</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Davis Polk&nbsp;&amp; Wardwell LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-2</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Hunton Andrew Kurth LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-3</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of Venable LLP </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit <FONT STYLE="white-space:nowrap">A-4</FONT> </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Opinion of the Company&#8217;s Chief Legal Officer </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See attached. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 5.1 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<IMG SRC="g93819g1220014213431.jpg" ALT="LOGO">
</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><B>T</B> 410.244.7400 <B>F</B> 410.244.7742 www.Venable.com</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman" ALIGN="right">&nbsp;</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">December&nbsp;22, 2025 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Annaly Capital Management, Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1211 Avenue of the Americas
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, NY 10036 </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">Re:</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>Registration Statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> </U> </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">We have served as
Maryland counsel to Annaly Capital Management, Inc., a Maryland corporation (the &#8220;Company&#8221;), in connection with certain matters of Maryland law relating to the registration of the offering and sale of up to $2,500,000,000 in shares (the
&#8220;Shares&#8221;) of common stock, $0.01 par value per share (the &#8220;Common Stock&#8221;), of the Company, in an <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">at-the-market</FONT></FONT> offering on the above-referenced
Registration Statement on Form <FONT STYLE="white-space:nowrap">S-3,</FONT> and all amendments thereto (the &#8220;Registration Statement&#8221;), filed by the Company with the United States Securities and Exchange Commission (the
&#8220;Commission&#8221;) under the Securities Act of 1933, as amended (the &#8220;Securities Act&#8221;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">In connection with our
representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the
&#8220;Documents&#8221;): </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">1. The Registration Statement and the related form of prospectus included therein and the supplement thereto
relating to the offering and sale of the Shares, each in the form in which it was filed with the Commission under the Securities Act; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">2.
The charter of the Company (the &#8220;Charter&#8221;), certified by the State Department of Assessments and Taxation of Maryland (the &#8220;SDAT&#8221;); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">5. Resolutions (the &#8220;Resolutions&#8221;) adopted by the Board of Directors of the Company (the &#8220;Board&#8221;), relating to, among
other matters, the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company; </P>
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Management, Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">December 22, 2025 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">6. A certificate executed by an officer of the Company, dated as of the date hereof; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">In expressing the opinion set forth below, we have assumed the following: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party&#8217;s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents
are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written
modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">5. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article XI of the
Charter. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">6. Upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the
total number of shares of Common Stock that the Company is then authorized to issue under the Charter. </P>
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 </P><DIV STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Annaly Capital
Management, Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">December 22, 2025 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">1. The Company is a corporation duly incorporated and validly existing under and by virtue of the
laws of the State of Maryland and is in good standing with the SDAT. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">2. The issuance of the Shares has been duly authorized and, when and
if delivered against payment therefor in accordance with the Registration Statement and the Resolutions, the Shares will be validly issued, fully paid and nonassessable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or the
laws of any other jurisdiction. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws,
codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any
opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters
expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">This opinion is being furnished to you for submission to the Commission as an exhibit to the Company&#8217;s Current Report on Form <FONT
STYLE="white-space:nowrap">8-K</FONT> relating to the registration of the Shares (the &#8220;Current Report&#8221;), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to
the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section&nbsp;7 of the Securities Act. </P>
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<TD VALIGN="top">Very truly yours,</TD></TR>
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<TD VALIGN="top">/s/ Venable LLP</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 8.1 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">HUNTON ANDREWS KURTH LLP</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">FILE NO:
87461.204</P></TD></TR>
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<TD VALIGN="top">December&nbsp;22, 2025</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
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</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Annaly Capital Management, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1211 Avenue of the Americas </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10036 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Annaly Capital Management, Inc. </U></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Qualification as </U></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><U>Real
Estate Investment Trust </U></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">We have acted as counsel to Annaly Capital Management, Inc., a Maryland corporation (the &#8220;<U>Company</U>&#8221;), in connection with the
offer and sale, from time to time, of shares of common stock, $0.01 par value per share, of the Company having a maximum aggregate value of $2,500,000,000, pursuant to a prospectus supplement, dated December&nbsp;22, 2025 (the &#8220;<U>Prospectus
Supplement</U>&#8221;), to a prospectus, dated September&nbsp;20, 2024 (the &#8220;<U>Prospectus</U>&#8221;), as part of a registration statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> filed with the Securities and Exchange Commission
(the &#8220;<U>Registration Statement</U>&#8221;). You have requested our opinion regarding certain U.S. federal income tax matters. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">In
giving this opinion letter, we have examined, and with your consent, relied upon, the following: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the Registration Statement, the Prospectus (&#8220;<U>Prospectus</U>&#8221;), and the Prospectus Supplement;
</P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the Company&#8217;s Articles of Restatement, as filed on October&nbsp;28, 2025 with the Department of
Assessments and Taxation of the State of Maryland, as amended and supplemented through the date hereof; </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">ATLANTA&#8195;AUSTIN&#8195;BANGKOK&#8195;BEIJING&#8195;BOSTON&#8195;BRUSSELS&#8195;CHARLOTTE&#8195;DALLAS&#8195;DUBAI&#8195;HOUSTON&#8195;LONDON
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">LOS ANGELES&#8195;MIAMI&#8195;NEW YORK&#8195;RICHMOND&#8195;SAN FRANCISCO&#8195;TOKYO&#8195;TYSONS&#8195;WASHINGTON, DC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">www.HuntonAK.com </P>
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<IMG SRC="g93819dsp021.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Annaly Capital Management, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">December 22, 2025 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
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<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Annaly Sub REIT, Inc.&#8217;s Articles of Incorporation, as filed on December&nbsp;4, 2018 with the Department
of Assessments and Taxation of the State of Maryland, as amended and supplemented through the date hereof; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the tax opinion issued by K&amp;L Gates, dated as of July&nbsp;11, 2016, regarding the Company&#8217;s
qualification as a real estate investment trust (a &#8220;<U>REIT</U>&#8221;) for U.S. federal income tax purposes (the &#8220;<U>Prior REIT Opinion</U>&#8221;); and </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">5.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">such other documents as we have deemed necessary or appropriate for purposes of this opinion.
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">In connection with the opinions rendered below, we have assumed, with your consent, that: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">1.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">each of the documents referred to above<B> </B>has been duly authorized, executed, and delivered; is authentic,
if an original, or is accurate, if a copy; and has not been amended; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">2.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">during their taxable years ending December&nbsp;31, 2025, and future taxable years, the Company and Annaly Sub
REIT, Inc. have operated and will operate in a manner that will make the factual representations contained in a certificate, dated the date hereof and executed by a duly appointed officer of the Company and a certificate, dated the date hereof and
executed by a duly appointed officer of Annaly Sub REIT, Inc. (together, the &#8220;<U>Officer&#8217;s Certificates</U>&#8221;), true for such years; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">3.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">neither the Company nor Annaly Sub REIT, Inc. will make any amendments to its organizational documents after
the date of this opinion that would affect its qualification as a REIT for any taxable year; and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">4.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">no action will be taken by the Company or Annaly Sub REIT, Inc. after the date hereof that would have the
effect of altering the facts upon which the opinions set forth below are based. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">In connection with the opinions
rendered below, we also have relied upon the correctness of the factual representations contained in the Officer&#8217;s Certificates and the factual matters discussed in the Prospectus that relate to the Company&#8217;s status as a REIT. No facts
have come to our attention that would cause us to question the accuracy and completeness of such factual representations. Furthermore, where such factual representations involve terms defined in the Internal Revenue Code of 1986, as amended (the
&#8220;<U>Code</U>&#8221;), the Treasury regulations thereunder (the &#8220;<U>Regulations</U>&#8221;), published rulings of the Internal Revenue Service (the &#8220;<U>Service</U>&#8221;), or other relevant authority, we have reviewed with the
individual making such representations the relevant provisions of the Code, the applicable Regulations and published administrative interpretations thereof. </P>
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<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">December 22, 2025 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 3
 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Based solely on the documents and assumptions set forth above, the representations set forth
in the Officer&#8217;s Certificates, and the discussion in the Prospectus under the caption &#8220;Material U.S. Federal Income Tax Considerations&#8221; and in the Prospectus Supplement under the caption &#8220;Supplemental U.S. Federal Income Tax
Considerations&#8221; (which are incorporated herein by reference), we are of the opinion that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">(a) the Company qualified to be taxed as a
REIT pursuant to sections 856 through 860 of the Code for its taxable years ended December&nbsp;31, 2021 through December&nbsp;31, 2024, and the Company&#8217;s organization and current and proposed method of operation will enable it to continue to
qualify for taxation as a REIT under the Code for its taxable year ending December&nbsp;31, 2025, and thereafter; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">(b) the descriptions
of the law and the legal conclusions in the Prospectus under the caption &#8220;Material U.S. Federal Income Tax Considerations&#8221; and in the Prospectus Supplement under the caption &#8220;Supplemental U.S. Federal Income Tax
Considerations&#8221; are correct in all material respects. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">We will not review on a continuing basis the Company&#8217;s compliance with
the documents or assumptions set forth above, or the representations set forth in the Officer&#8217;s Certificates. Accordingly, no assurance can be given that the actual results of the Company&#8217;s operations for any given taxable year will
satisfy the requirements for qualification and taxation as a REIT. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an
independent investigation of all the facts referred to in this letter or the Officer&#8217;s Certificates. In particular, we note that the Company has engaged in transactions in connection with which we have not provided legal advice and may not
have reviewed. Moreover, we note that we did not represent the Company as tax counsel prior to June&nbsp;1, 2016. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The foregoing opinions
are based on current provisions of the Code, the Regulations, published administrative interpretations thereof, and published court decisions. The Service has not issued Regulations or administrative interpretations with respect to various
provisions of the Code relating to REIT qualification. No assurance can be given that the law will not change in a way that will prevent the Company from qualifying as a REIT. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The foregoing opinions are limited to the U.S. federal income tax matters addressed herein, and no other opinions are rendered with respect to
other U.S. federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. We undertake no obligation to update the opinions expressed herein after the date of this letter. This opinion letter speaks
only as of the date hereof. Except as provided in the next paragraph, this opinion letter may not be distributed, relied upon for any purpose by any other person, quoted in whole or in part or otherwise reproduced in any document, or filed with any
governmental agency without our express written consent. </P>
</DIV></Center>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always"> </p>
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

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 <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt;margin-bottom:0pt">


<IMG SRC="g93819dsp021.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Annaly Capital Management, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">December 22, 2025 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"> Page
 4
 </P> <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
We also consent to the references to Hunton Andrews Kurth LLP under the captions &#8220;Material U.S. Federal Income Tax Considerations&#8221; and &#8220;Legal Matters&#8221; in the Prospectus and &#8220;Legal Matters&#8221; in the Prospectus
Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section&nbsp;7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Securities
and Exchange Commission. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Hunton Andrews Kurth LLP</TD></TR>
</TABLE></DIV>
</DIV></Center>

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    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_EntityFileNumber" order="39.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_EntityTaxIdentificationNumber" order="40.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_EntityAddressAddressLine1" order="41.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_EntityAddressCityOrTown" order="42.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_EntityAddressStateOrProvince" order="43.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_EntityAddressPostalZipCode" order="44.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_CityAreaCode" order="45.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_LocalPhoneNumber" order="46.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_WrittenCommunications" order="47.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_SolicitingMaterial" order="48.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_PreCommencementTenderOffer" order="49.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_PreCommencementIssuerTenderOffer" order="50.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_Security12bTitle" order="51.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_TradingSymbol" order="52.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_SecurityExchangeName" order="53.001" priority="2" use="optional" />
    <definitionArc xlink:type="arc" xlink:arcrole="http://xbrl.org/int/dim/arcrole/domain-member" xlink:from="nly_DocumentAndEntityInformationLineItems" xlink:to="dei_EntityEmergingGrowthCompany" order="54.001" priority="2" use="optional" />
  </link:definitionLink>
</linkbase>
</XBRL>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-101.LAB
<SEQUENCE>19
<FILENAME>nly-20251222_lab.xml
<DESCRIPTION>XBRL TAXONOMY EXTENSION LABEL LINKBASE
<TEXT>
<XBRL>
<?xml version="1.0" encoding="us-ascii" standalone="yes"?>
<!-- DFIN - https://www.dfinsolutions.com/ -->
<!-- CTU Version: Release 2512 Build:20250722.1 -->
<!-- Creation date: 12/22/2025 10:17:18 PM Eastern Time -->
<!-- Copyright (c) 2025 Donnelley Financial Solutions, Inc. All Rights Reserved. -->
<link:linkbase
  xmlns:link="http://www.xbrl.org/2003/linkbase"
  xmlns:xlink="http://www.w3.org/1999/xlink"
  xmlns:xsi="http://www.w3.org/2001/XMLSchema-instance"
  xsi:schemaLocation="http://www.xbrl.org/2003/linkbase http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd">
  <link:labelLink xlink:role="http://www.xbrl.org/2003/role/link" xlink:type="extended">
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_CoverAbstract" xlink:type="locator" xlink:label="dei_CoverAbstract" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_CoverAbstract" xlink:to="dei_CoverAbstract_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_CoverAbstract_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Cover [Abstract]</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_CoverAbstract_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Cover [Abstract]</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_AmendmentFlag" xlink:type="locator" xlink:label="dei_AmendmentFlag" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_AmendmentFlag" xlink:to="dei_AmendmentFlag_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_AmendmentFlag_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Amendment Flag</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_AmendmentFlag_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Amendment Flag</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityCentralIndexKey" xlink:type="locator" xlink:label="dei_EntityCentralIndexKey" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityCentralIndexKey" xlink:to="dei_EntityCentralIndexKey_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityCentralIndexKey_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Central Index Key</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityCentralIndexKey_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Central Index Key</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_DocumentType" xlink:type="locator" xlink:label="dei_DocumentType" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_DocumentType" xlink:to="dei_DocumentType_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_DocumentType_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Document Type</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_DocumentType_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Document Type</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_DocumentPeriodEndDate" xlink:type="locator" xlink:label="dei_DocumentPeriodEndDate" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_DocumentPeriodEndDate" xlink:to="dei_DocumentPeriodEndDate_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_DocumentPeriodEndDate_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Document Period End Date</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_DocumentPeriodEndDate_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Document Period End Date</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityRegistrantName" xlink:type="locator" xlink:label="dei_EntityRegistrantName" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityRegistrantName" xlink:to="dei_EntityRegistrantName_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityRegistrantName_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Registrant Name</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityRegistrantName_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Registrant Name</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityIncorporationStateCountryCode" xlink:type="locator" xlink:label="dei_EntityIncorporationStateCountryCode" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityIncorporationStateCountryCode" xlink:to="dei_EntityIncorporationStateCountryCode_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityIncorporationStateCountryCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Incorporation State Country Code</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityIncorporationStateCountryCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Incorporation State Country Code</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityFileNumber" xlink:type="locator" xlink:label="dei_EntityFileNumber" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityFileNumber" xlink:to="dei_EntityFileNumber_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityFileNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity File Number</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityFileNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity File Number</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityTaxIdentificationNumber" xlink:type="locator" xlink:label="dei_EntityTaxIdentificationNumber" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityTaxIdentificationNumber" xlink:to="dei_EntityTaxIdentificationNumber_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityTaxIdentificationNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Tax Identification Number</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityTaxIdentificationNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Tax Identification Number</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityAddressAddressLine1" xlink:type="locator" xlink:label="dei_EntityAddressAddressLine1" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressAddressLine1" xlink:to="dei_EntityAddressAddressLine1_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressAddressLine1_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Address, Address Line One</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressAddressLine1_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Address, Address Line One</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityAddressCityOrTown" xlink:type="locator" xlink:label="dei_EntityAddressCityOrTown" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressCityOrTown" xlink:to="dei_EntityAddressCityOrTown_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressCityOrTown_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Address, City or Town</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressCityOrTown_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Address, City or Town</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityAddressStateOrProvince" xlink:type="locator" xlink:label="dei_EntityAddressStateOrProvince" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressStateOrProvince" xlink:to="dei_EntityAddressStateOrProvince_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressStateOrProvince_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Address, State or Province</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressStateOrProvince_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Address, State or Province</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityAddressPostalZipCode" xlink:type="locator" xlink:label="dei_EntityAddressPostalZipCode" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressPostalZipCode" xlink:to="dei_EntityAddressPostalZipCode_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressPostalZipCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Address, Postal Zip Code</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressPostalZipCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Address, Postal Zip Code</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_CityAreaCode" xlink:type="locator" xlink:label="dei_CityAreaCode" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_CityAreaCode" xlink:to="dei_CityAreaCode_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_CityAreaCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">City Area Code</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_CityAreaCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">City Area Code</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_LocalPhoneNumber" xlink:type="locator" xlink:label="dei_LocalPhoneNumber" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_LocalPhoneNumber" xlink:to="dei_LocalPhoneNumber_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_LocalPhoneNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Local Phone Number</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_LocalPhoneNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Local Phone Number</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_WrittenCommunications" xlink:type="locator" xlink:label="dei_WrittenCommunications" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_WrittenCommunications" xlink:to="dei_WrittenCommunications_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_WrittenCommunications_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Written Communications</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_WrittenCommunications_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Written Communications</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_SolicitingMaterial" xlink:type="locator" xlink:label="dei_SolicitingMaterial" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_SolicitingMaterial" xlink:to="dei_SolicitingMaterial_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_SolicitingMaterial_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Soliciting Material</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_SolicitingMaterial_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Soliciting Material</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_PreCommencementTenderOffer" xlink:type="locator" xlink:label="dei_PreCommencementTenderOffer" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_PreCommencementTenderOffer" xlink:to="dei_PreCommencementTenderOffer_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_PreCommencementTenderOffer_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Pre Commencement Tender Offer</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_PreCommencementTenderOffer_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Pre Commencement Tender Offer</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_PreCommencementIssuerTenderOffer" xlink:type="locator" xlink:label="dei_PreCommencementIssuerTenderOffer" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_PreCommencementIssuerTenderOffer" xlink:to="dei_PreCommencementIssuerTenderOffer_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_PreCommencementIssuerTenderOffer_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Pre Commencement Issuer Tender Offer</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_PreCommencementIssuerTenderOffer_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Pre Commencement Issuer Tender Offer</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_Security12bTitle" xlink:type="locator" xlink:label="dei_Security12bTitle" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_Security12bTitle" xlink:to="dei_Security12bTitle_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_Security12bTitle_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Security 12b Title</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_Security12bTitle_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Security 12b Title</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_TradingSymbol" xlink:type="locator" xlink:label="dei_TradingSymbol" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_TradingSymbol" xlink:to="dei_TradingSymbol_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_TradingSymbol_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Trading Symbol</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_TradingSymbol_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Trading Symbol</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_SecurityExchangeName" xlink:type="locator" xlink:label="dei_SecurityExchangeName" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_SecurityExchangeName" xlink:to="dei_SecurityExchangeName_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_SecurityExchangeName_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Security Exchange Name</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_SecurityExchangeName_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Security Exchange Name</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2025/dei-2025.xsd#dei_EntityEmergingGrowthCompany" xlink:type="locator" xlink:label="dei_EntityEmergingGrowthCompany" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityEmergingGrowthCompany" xlink:to="dei_EntityEmergingGrowthCompany_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityEmergingGrowthCompany_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Emerging Growth Company</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityEmergingGrowthCompany_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Emerging Growth Company</link:label>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-101.PRE
<SEQUENCE>20
<FILENAME>nly-20251222_pre.xml
<DESCRIPTION>XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
<TEXT>
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<title></title>
<link rel="stylesheet" type="text/css" href="include/report.css">
<script type="text/javascript" src="Show.js">/* Do Not Remove This Comment */</script><script type="text/javascript">
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<body>
<span style="display: none;">v3.25.4</span><table class="report" border="0" cellspacing="2" id="id2">
<tr>
<th class="tl" colspan="1" rowspan="1"><div style="width: 200px;"><strong>Document and Entity Information<br></strong></div></th>
<th class="th"><div>Dec. 22, 2025</div></th>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_nly_DocumentAndEntityInformationLineItems', window );"><strong>Document And Entity Information [Line Items]</strong></a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_AmendmentFlag', window );">Amendment Flag</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityCentralIndexKey', window );">Entity Central Index Key</a></td>
<td class="text">0001043219<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_DocumentType', window );">Document Type</a></td>
<td class="text">8-K<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_DocumentPeriodEndDate', window );">Document Period End Date</a></td>
<td class="text">Dec. 22,  2025<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityRegistrantName', window );">Entity Registrant Name</a></td>
<td class="text">Annaly Capital Management Inc<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityIncorporationStateCountryCode', window );">Entity Incorporation State Country Code</a></td>
<td class="text">MD<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityFileNumber', window );">Entity File Number</a></td>
<td class="text">1-13447<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityTaxIdentificationNumber', window );">Entity Tax Identification Number</a></td>
<td class="text">22-3479661<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressAddressLine1', window );">Entity Address, Address Line One</a></td>
<td class="text">1211 Avenue of the Americas<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressCityOrTown', window );">Entity Address, City or Town</a></td>
<td class="text">New York<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressStateOrProvince', window );">Entity Address, State or Province</a></td>
<td class="text">NY<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressPostalZipCode', window );">Entity Address, Postal Zip Code</a></td>
<td class="text">10036<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_CityAreaCode', window );">City Area Code</a></td>
<td class="text">(212)<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_LocalPhoneNumber', window );">Local Phone Number</a></td>
<td class="text">696-0100<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_WrittenCommunications', window );">Written Communications</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SolicitingMaterial', window );">Soliciting Material</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_PreCommencementTenderOffer', window );">Pre Commencement Tender Offer</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_PreCommencementIssuerTenderOffer', window );">Pre Commencement Issuer Tender Offer</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityEmergingGrowthCompany', window );">Entity Emerging Growth Company</a></td>
<td class="text">false<span></span>
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</tr>
<tr class="rh">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember', window );">Common Stock [Member]</a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_nly_DocumentAndEntityInformationLineItems', window );"><strong>Document And Entity Information [Line Items]</strong></a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_Security12bTitle', window );">Security 12b Title</a></td>
<td class="text">Common Stock, par value $0.01 per share<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_TradingSymbol', window );">Trading Symbol</a></td>
<td class="text">NLY<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SecurityExchangeName', window );">Security Exchange Name</a></td>
<td class="text">NYSE<span></span>
</td>
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<tr class="rh">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_us-gaap_StatementClassOfStockAxis=nly_A6.95SeriesFFixedtoFloatingRateCumulativeRedeemablePreferredStockMember', window );">A 6.95 Series F Fixedto Floating Rate Cumulative Redeemable Preferred Stock [Member]</a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_nly_DocumentAndEntityInformationLineItems', window );"><strong>Document And Entity Information [Line Items]</strong></a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_Security12bTitle', window );">Security 12b Title</a></td>
<td class="text">6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_TradingSymbol', window );">Trading Symbol</a></td>
<td class="text">NLY.F<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SecurityExchangeName', window );">Security Exchange Name</a></td>
<td class="text">NYSE<span></span>
</td>
</tr>
<tr class="rh">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_us-gaap_StatementClassOfStockAxis=nly_A6.50SeriesGFixedtoFloatingRateCumulativeRedeemablePreferredStockMember', window );">A 6.50 Series G Fixedto Floating Rate Cumulative Redeemable Preferred Stock [Member]</a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_nly_DocumentAndEntityInformationLineItems', window );"><strong>Document And Entity Information [Line Items]</strong></a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_Security12bTitle', window );">Security 12b Title</a></td>
<td class="text">6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_TradingSymbol', window );">Trading Symbol</a></td>
<td class="text">NLY.G<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SecurityExchangeName', window );">Security Exchange Name</a></td>
<td class="text">NYSE<span></span>
</td>
</tr>
<tr class="rh">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_us-gaap_StatementClassOfStockAxis=nly_M6.75SeriesIFixedToFloatingRateCumulativeRedeemablePreferredStock2Member', window );">M 6.75 Series I Fixed To Floating Rate Cumulative Redeemable Preferred Stock 2 [Member]</a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_nly_DocumentAndEntityInformationLineItems', window );"><strong>Document And Entity Information [Line Items]</strong></a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_Security12bTitle', window );">Security 12b Title</a></td>
<td class="text">6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_TradingSymbol', window );">Trading Symbol</a></td>
<td class="text">NLY.I<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SecurityExchangeName', window );">Security Exchange Name</a></td>
<td class="text">NYSE<span></span>
</td>
</tr>
<tr class="rh">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_us-gaap_StatementClassOfStockAxis=nly_M8.875SeriesJFixedRateCumulativeRedeemablePreferredStock1Member', window );">M 8.875 Series J Fixed Rate Cumulative Redeemable Preferred Stock 1 [Member]</a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_nly_DocumentAndEntityInformationLineItems', window );"><strong>Document And Entity Information [Line Items]</strong></a></td>
<td class="text">&#160;<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_Security12bTitle', window );">Security 12b Title</a></td>
<td class="text">8.875% Series J Fixed Rate Cumulative Redeemable Preferred Stock<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_TradingSymbol', window );">Trading Symbol</a></td>
<td class="text">NLY.J<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SecurityExchangeName', window );">Security Exchange Name</a></td>
<td class="text">NYSE<span></span>
</td>
</tr>
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<div style="display: none;">
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_AmendmentFlag">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_AmendmentFlag</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_CityAreaCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Area code of city</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_CityAreaCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_DocumentPeriodEndDate">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_DocumentPeriodEndDate</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:dateItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_DocumentType">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_DocumentType</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:submissionTypeItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressAddressLine1">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Address Line 1 such as Attn, Building Name, Street Name</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressAddressLine1</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressCityOrTown">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Name of the City or Town</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressCityOrTown</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressPostalZipCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Code for the postal or zip code</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressPostalZipCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressStateOrProvince">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Name of the state or province.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressStateOrProvince</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:stateOrProvinceItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityCentralIndexKey">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityCentralIndexKey</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:centralIndexKeyItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityEmergingGrowthCompany">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Indicate if registrant meets the emerging growth company criteria.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityEmergingGrowthCompany</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityFileNumber">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityFileNumber</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:fileNumberItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityIncorporationStateCountryCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Two-character EDGAR code representing the state or country of incorporation.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityIncorporationStateCountryCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:edgarStateCountryItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityRegistrantName">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityRegistrantName</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityTaxIdentificationNumber">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityTaxIdentificationNumber</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:employerIdItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_LocalPhoneNumber">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Local phone number for entity.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_LocalPhoneNumber</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_PreCommencementIssuerTenderOffer">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 13e<br> -Subsection 4c<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_PreCommencementIssuerTenderOffer</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_PreCommencementTenderOffer">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 14d<br> -Subsection 2b<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_PreCommencementTenderOffer</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b<br></p></div>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Name of the Exchange on which a security is registered.</p></div>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.</p></div>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Trading symbol of an instrument as listed on an exchange.</p></div>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Securities Act<br> -Number 230<br> -Section 425<br></p></div>
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