<SEC-DOCUMENT>0001193125-16-732913.txt : 20161006
<SEC-HEADER>0001193125-16-732913.hdr.sgml : 20161006
<ACCEPTANCE-DATETIME>20161006172902
ACCESSION NUMBER:		0001193125-16-732913
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20161004
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20161006
DATE AS OF CHANGE:		20161006

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATIONAL RETAIL PROPERTIES, INC.
		CENTRAL INDEX KEY:			0000751364
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				561431377
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11290
		FILM NUMBER:		161925628

	BUSINESS ADDRESS:	
		STREET 1:		450 S ORANGE AVE
		STREET 2:		SUITE 900
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32801
		BUSINESS PHONE:		407-666-7348

	MAIL ADDRESS:	
		STREET 1:		450 SOUTH ORANGE AVE
		STREET 2:		SUITE 900
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32801

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMMERCIAL NET LEASE REALTY INC
		DATE OF NAME CHANGE:	19930510

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CNL REALTY INVESTORS INC /DE/
		DATE OF NAME CHANGE:	19930429

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CNL REALTY INVESTORS INC
		DATE OF NAME CHANGE:	19920831
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d260309d8k.htm
<DESCRIPTION>8-K
<TEXT>
<HTML><HEAD>
<TITLE>8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of The Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): October&nbsp;4, 2016 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>NATIONAL RETAIL PROPERTIES, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <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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<TD VALIGN="top" ALIGN="center"><B>Maryland</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>001-11290</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>56-1431377</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(State or other jurisdiction<BR>of incorporation)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Commission<BR>File Number)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(IRS Employer<BR>Identification No.)</B></TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>450 South Orange Avenue</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Suite 900</B></P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Orlando,
Florida</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>32801</B></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="top" ALIGN="center"><B>(Address of principal executive offices)</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"><B>(Zip Code)</B></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code (407)&nbsp;265-7348 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not applicable </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former
name or former address, if changed since last report.) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </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>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </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>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>

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<TR>
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;8.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Other Events. </B></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On October&nbsp;4, 2016, National Retail Properties, Inc. (the
&#147;Company&#148;) entered into an underwriting agreement (the &#147;Underwriting Agreement&#148;) with Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated, Morgan Stanley&nbsp;&amp; Co. LLC and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein (the &#147;Underwriters&#148;), for the public offering of 12,000,000 depositary shares (&#147;Depositary Shares&#148;), each representing a
1/100<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> interest in a share of the Company&#146;s 5.20% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share, at $25.00 per Depositary Share. The Company also granted the
Underwriters a 30-day option to purchase up to 1,800,000 additional Depositary Shares. The offering is expected to close on October&nbsp;11, 2016. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The summary of the terms of the Underwriting Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in
its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"><B>Financial Statements and Exhibits. </B></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">(d)</TD>
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<TD VALIGN="bottom">Exhibits.</TD></TR>
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<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">1.1&nbsp;&nbsp;&nbsp;&nbsp;Underwriting Agreement, dated October&nbsp;4, 2016, by and among the
Company and Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated, Morgan Stanley &amp; Co. LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein.</P></TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURE </B></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, 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">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3">NATIONAL RETAIL PROPERTIES, INC.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<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/ Kevin B. Habicht</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Kevin B. Habicht</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Executive Vice President,</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chief Financial
Officer,</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Assistant Secretary and Treasurer</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated: October&nbsp;4, 2016 </P>
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<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>d260309dex11.htm
<DESCRIPTION>EX-1.1
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<HTML><HEAD>
<TITLE>EX-1.1</TITLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.1 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">NATIONAL RETAIL PROPERTIES, INC. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12,000,000 Depositary Shares </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Each Representing a 1/100th Interest in a share of 5.20% Series F Cumulative Redeemable </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Preferred Stock (Par Value $0.01 Per Share) </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(Liquidation Preference Equivalent to $25.00 Per Depositary Share) </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">UNDERWRITING AGREEMENT </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">October&nbsp;4, 2016 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Merrill Lynch, Pierce,
Fenner&nbsp;&amp; Smith </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporated </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">and </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, New York 10036 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">and </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">550 South Tryon Street, 5th Floor </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Charlotte, North Carolina
28202 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As the Representatives of the </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">several Underwriters
named in <U>Schedule I</U> hereto </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"><B></B>National Retail Properties, Inc., a Maryland corporation (the &#147;<B>Company</B>&#148;), proposes to issue and sell to the several
Underwriters named on <U>Schedule I</U> hereto (the &#147;<B>Underwriters</B>&#148;) for whom you are acting as Representatives (the &#147;<B>Representatives</B>&#148;) 12,000,000 shares (the &#147;<B>Firm Shares</B>&#148;) of its depositary shares
(the &#147;<B>Depositary Shares</B>&#148;), each representing a 1/100th interest in a share of the Company&#146;s 5.20% Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share (the &#147;<B>Series F Preferred Stock</B>&#148;). The
Company also proposes to grant to the Underwriters an option to purchase up to an additional 1,800,000 Depositary Shares solely to cover over-allotments (the &#147;<B>Option Shares</B>&#148;; the Option Shares, together with the Firm Shares,
hereinafter called the &#147;<B>Shares</B>&#148;). The respective amounts of the Shares to be so purchased by the several Underwriters are set forth opposite their names in <U>Schedule I</U> hereto.<B> </B></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></B>The shares of Series F Preferred Stock (the &#147;<B>Preferred Shares</B>&#148;)
represented by the Shares will, when issued, be deposited by the Company against delivery of the Shares, evidenced by one or more depositary receipts (the &#147;<B>Depositary Receipts</B>&#148;), to be issued by American Stock Transfer&nbsp;&amp;
Trust Company, as Depositary (the &#147;<B>Depositary</B>&#148;), under a Deposit Agreement (the &#147;<B>Deposit Agreement</B>&#148;) among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder.
Each Depositary Receipt will represent one or more Depositary Shares.<B> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As the Representatives, you have advised the Company
(a)&nbsp;that you are authorized to enter into this underwriting agreement (the &#147;<B>Agreement</B>&#148;) on behalf of the several Underwriters, and (b)&nbsp;that the several Underwriters are willing, acting severally and not jointly, to
purchase the number of Shares set forth opposite their names in <U>Schedule I</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company wishes to confirm as follows its agreement
with you in connection with the purchase of the Shares by the several Underwriters. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Registration Statement and Prospectus</U>. The
Company has prepared and filed with the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder
(collectively, the &#147;<B>Act</B>&#148;), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-202237) under the Act (&#147;<B>Registration Statement 333-202237</B>&#148;), which registration statement
included a combined prospectus dated February&nbsp;23, 2015 (the &#147;<B>Basic Prospectus</B>&#148;), relating to an indeterminate aggregate offering price or number of, among other securities, the Shares, the Preferred Shares and shares of the
Company&#146;s common stock, par value $0.01 per share (&#147;<B>Common Stock</B>&#148;) issuable upon conversion of the Preferred Shares (the &#147;<B>Conversion Shares</B>&#148;), and has filed with, or transmitted for filing to, or shall promptly
hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the &#147;<B>Prospectus Supplement</B>&#148;) specifically relating to the Shares, the Preferred Shares and the
Conversion Shares and the plan of distribution thereof pursuant to Rule 424. Registration Statement 333-202237, including any amendments thereto filed prior to the Execution Time (as defined below), became effective upon filing. Except where the
context otherwise requires, Registration Statement 333-202237, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an &#147;<B>Effective Date</B>&#148;),
including all documents filed as part thereof and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are
herein called the &#147;<B>Registration Statement</B>,&#148; and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, is herein called
the &#147;<B>Prospectus</B>&#148;; and the term &#147;<B>Preliminary Prospectus</B>&#148; means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately
prior to the date and time that this Agreement is executed and delivered by the parties hereto, as defined in Section&nbsp;24 hereof (the &#147;<B>Execution Time</B>&#148;), is hereafter called the &#147;<B>Pricing Prospectus</B>,&#148; and any
&#147;issuer free writing prospectus&#148; (as defined in Rule 433) relating to the Shares is hereafter called an &#147;<B>Issuer Free Writing Prospectus</B>.&#148; The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectus, if
any, attached hereto or in the form previously provided to the Representatives on the date hereof and listed in <U>Schedule II</U> hereto, or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure
Package (as defined below), if any, and the information </P>
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listed in <U>Schedule II</U> hereto is hereafter called the &#147;<B>Disclosure Package</B>.&#148; Any reference in this Agreement to the Registration Statement, the Disclosure Package, the
Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item&nbsp;12 of Form S-3 under the Act (the &#147;<B>Incorporated Documents</B>&#148;), as of each
Effective Date or the Execution Time or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure
Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Disclosure Package or the
Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>All references in this Agreement to financial statements and schedules and other information which is &#147;contained,&#148;
&#147;included,&#148; &#147;stated&#148; or &#147;described&#148; in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to
the Registration Statement, the Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder
(the &#147;<B>Exchange Act</B>&#148;), which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be.<B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Agreement to Sell and Purchase</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, upon the
basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase
price per Share set forth in <U>Schedule III</U> to this Agreement, the number of Firm Shares set forth opposite their respective names on <U>Schedule I</U> to this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an
option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Shares set forth in <U>Schedule I</U> hereto at the purchase price set forth in <U>Schedule III</U> to this Agreement on such Option Shares to the
date of purchase. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus
upon written, electronic or telegraphic notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the settlement date (each, an &#147;<B>Option Closing
Date</B>&#148;). Each purchase date must be at least two (2)&nbsp;Business Days after the written notice is given and may not be earlier than the Closing Date for </P>
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the Firm Shares nor later than ten (10)&nbsp;Business Days after the date of such notice. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total
number of the Option Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.
<U>Offering by Underwriters</U>. It is understood that the several Underwriters propose to offer the Shares for sale to the public as soon after this Agreement has become effective as in their judgment is advisable and initially to offer the Shares
upon the terms set forth in the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each Underwriter, severally and not jointly, represents and agrees that, unless it has or
shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Shares, the Preferred Shares or the Conversion Shares that would constitute an Issuer Free Writing
Prospectus or that would otherwise constitute a Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the Free Writing Prospectus, if any, containing the information
contained in the final term sheet prepared and filed pursuant to Section&nbsp;5(t) hereto; <U>provided</U> that the prior written consent of the parties hereto shall be deemed to have been given in respect of any Free Writing Prospectus included in
<U>Schedule II</U> hereto and any electronic road show. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Delivery of the Shares and Payment Therefor</U>. Delivery of and payment
for the Shares shall be made at 10:00 a.m., New York City time, on October&nbsp;11, 2016, or at such time on such later date not more than three (3)&nbsp;Business Days after the foregoing date as the Representatives shall designate, which date and
time may be postponed by mutual written agreement of the Representatives and the Company (such date and time of delivery and payment for the Shares being herein called the &#147;<B>Closing Date</B>&#148;) or on the applicable Option Closing Date (or
at such other time on the same or on such other date, in any event not later than the third Business Day thereafter, as the Underwriters and the Company may agree in writing). Delivery of the Shares shall be made against payment by the
Representatives of the purchase price thereof, to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. The Shares will be delivered to the Representatives for the respective accounts of
the several Underwriters through the facilities of The Depository Trust Company (&#147;<B>DTC</B>&#148;) and will be made available for inspection by the Representatives at the offices of Pillsbury Winthrop Shaw Pittman LLP, New York, New York, not
later than 1:00 p.m., New York City time on the Business Day before the Closing Date, or the applicable Option Closing Date, as the case may be, or such other date, time and place as the Representatives and the Company may agree. The Shares shall be
in global form registered in the name of Cede&nbsp;&amp; Co., as nominee for DTC. Certificate(s) for the Preferred Shares shall be delivered to the Depositary and registered in the name of Cede&nbsp;&amp; Co., as nominee for DTC and in such
denominations as the Representatives shall request prior to 1:00 P.M., New York City time, on the Business Day next preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to, or at the
direction of, the Representatives in New York City for inspection and packaging not later than 9:30 a.m., New York City time, on the Business Day next preceding the Closing Date or any Option Closing Date, as the case may be. The certificates
evidencing the Shares to be purchased hereunder, if Shares are issued in certificated form, shall be delivered to, or at the direction of, the Representatives on the Closing Date or the Option Closing Date, as the case may be, against payment of the
purchase price therefor by wire transfer of immediately available funds to the order 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">5. <U>Agreements of the Company</U>. The Company agrees with the Underwriters as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) If, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to
be declared or to become effective before the offering of the Shares may commence, the Company will use its best efforts to cause such post-effective amendment to become effective as soon as possible and will advise the Representatives promptly and,
if requested by the Representatives, will confirm such advice in writing, immediately after such post-effective amendment has become effective. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure
Package would (x)&nbsp;include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not
misleading or (y)&nbsp;conflict with the information contained in the Registration Statement, the Company will (i)&nbsp;notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented;
(ii)&nbsp;amend or supplement the Disclosure Package to correct such statement, omission or conflicting information; and (iii)&nbsp;supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) The Company will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing:
(i)&nbsp;of any review, issuance of comments, or request by the Commission or its staff on or for an amendment of or a supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus or for additional information regarding the
Company, its affiliates or its filings with the Commission, whether or not such filings are incorporated by reference into the Registration Statement, any Preliminary Prospectus or the Prospectus; (ii)&nbsp;of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares, the Preferred Shares or the Conversion Shares for offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose or any examination pursuant to Section&nbsp;8(e) of the Act relating to the Registration Statement or Section&nbsp;8A of the Act in connection with the offering of the Shares, the Preferred Shares or the Conversion Shares; (iii)&nbsp;of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares, the Preferred Shares or the Conversion Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such
purpose; and (iv)&nbsp;within the period of time referred to in the first sentence in subsection (f)&nbsp;below, of any change in the Company&#146;s condition (financial or other), business, prospects, properties, net worth or results of operations,
or of the happening of any event, which results in any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) being untrue or which requires the making of any additions to or changes in
the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to
amend or supplement the Prospectus (as then amended or supplemented) to </P>
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comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable
effort to obtain the withdrawal of such order at the earliest possible time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) The Company will furnish to the Representatives and
counsel to the Representatives, without charge: (i)&nbsp;ten (10)&nbsp;signed copies of the Registration Statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the
Registration Statement; (ii)&nbsp;such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto, but without exhibits, as the Underwriters may request; (iii)&nbsp;such number of copies of the
Incorporated Documents, without exhibits, as the Representatives may request; and (iv)&nbsp;ten (10)&nbsp;copies of the exhibits to the Incorporated Documents. The Company will pay all of the expenses of printing or other production of all documents
relating to the offering. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) The Company will not file any amendment to the Registration Statement or make any amendment or supplement
to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f)&nbsp;below, file any document which upon filing becomes an Incorporated Document, of which the Representatives shall not previously have
been advised or to which, after the Representatives shall have received a copy of the document proposed to be filed, the Representatives shall reasonably object; and no such further document, when it is filed, will contain an untrue statement of a
material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will give the
Representatives notice of its intention to make any other filing pursuant to the Exchange Act from the Execution Time to the Closing Date and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to
such proposed filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for
such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales by the Underwriters or any dealer
(including circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to
Section&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act and the Company will expeditiously deliver to the Underwriters and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto), any Preliminary
Prospectus and any Issuer Free Writing Prospectus as the Representatives may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities
or blue sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as
the Prospectus is required by the Act to be delivered (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales by any Underwriter or dealer. If during such period of time: (i)&nbsp;any event shall occur as a
result of which, in the judgment of the Company, or in the opinion of counsel for the Underwriters, the Prospectus as supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the </P>
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circumstances when the Prospectus is delivered to a purchaser, not misleading; or (ii)&nbsp;if it is necessary to supplement the Prospectus or amend the Registration Statement (or to file under
the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act, the Exchange Act or any other law, the Company will promptly notify the Representatives of such event and forthwith prepare and,
subject to the provisions of paragraph (e)&nbsp;above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies
thereof. In the event that the Company and the Representatives agree that the Prospectus should be amended or supplemented, the Company, if requested by the Representatives, will promptly issue a press release announcing or disclosing the matters to
be covered by the proposed amendment or supplement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The Company will: (i)&nbsp;cooperate with the Underwriters and with counsel for
the Underwriters in connection with the registration or qualification of the Shares, the Preferred Shares and the Conversion Shares for offering and sale by the Underwriters and by dealers under the securities or blue sky laws of such jurisdictions
as the Underwriters may designate; (ii)&nbsp;maintain such qualifications in effect so long as required for the distribution of the Shares, the Preferred Shares or the Conversion Shares; (iii)&nbsp;pay any fee of the Financial Industry Regulatory
Authority, Inc., in connection with its review of the offering; and (iv)&nbsp;file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; <U>provided</U> that in no
event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of
the Shares, in any jurisdiction where it is not now so subject. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) The Company agrees that, unless it has or shall have obtained the
prior written consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus required to be
filed by the Company with the Commission or retained by the Company under Rule 433, other than the Free Writing Prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section&nbsp;5(t) hereto;
<U>provided</U> that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in <U>Schedule II</U> hereto and any electronic road show. Any such Free Writing Prospectus
consented to by the Representatives or the Company is hereinafter referred to as a &#147;<B>Permitted Free Writing Prospectus</B>.&#148; The Company agrees that (x)&nbsp;it has treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus and (y)&nbsp;it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing
with the Commission, legending and record keeping. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) The Company will make generally available to its security holders and to the
Representatives a consolidated earnings statement, which need not be audited, covering a 12-month period commencing after the effective date of this Agreement and ending not later than 15 months thereafter, as soon as practicable after the end of
such period, which consolidated earnings statement shall satisfy the provisions of Section&nbsp;11(a) of the Act and Rule 158 under the Act. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(j) During the period commencing on the date hereof and ending on the date occurring three
(3)&nbsp;years hereafter, the Company will furnish to the Representatives: (i)&nbsp;as soon as available, if requested, a copy of each report of the Company mailed to stockholders or filed with the Commission; and (ii)&nbsp;from time to time such
other information concerning the Company as the Representatives may reasonably request. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(k) If this Agreement shall terminate or shall be
terminated after execution pursuant to any provisions hereof, or if this Agreement shall be terminated by the Underwriters because of any inability, failure or refusal on the part of the Company to comply with the terms or fulfill any of the
conditions of this Agreement, the Company shall reimburse the Underwriters for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(l) The Company will apply the net proceeds from the sale of the Shares substantially in accordance with the description set forth in the
Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(m) If Rule 430A, 430B or 430C of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b)
under the Act and will advise the Underwriters of the time and manner of such filing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(n) The Company has not taken, nor will it take,
directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, 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:8%; font-size:10pt; font-family:Times New Roman">(o) The Company will comply and will use its best efforts to cause its tenants to comply in all material respects
with all applicable Environmental Laws (as hereinafter defined). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(p) The Company will use its best efforts to continue to qualify as a
real estate investment trust (a &#147;<B>REIT</B>&#148;) under the Internal Revenue Code of 1986, as amended (the &#147;<B>Code</B>&#148;), and to continue to have each of its corporate subsidiaries (other than its taxable REIT subsidiaries) comply
with all applicable laws and regulations necessary to maintain a status as a REIT or a &#147;qualified REIT subsidiary&#148; under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(q) The Company will use all reasonable best efforts to do or perform all things required to be done or performed by the Company prior to the
Closing Date to satisfy all conditions precedent to the delivery of the Shares pursuant to this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(r) The Company will not,
without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or otherwise dispose of or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by
actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company, directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section&nbsp;16 of
the Exchange Act, any depositary shares (excluding the </P>
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Shares) or any preferred equity securities of the Company (excluding the Preferred Shares) substantially similar to and ranking on a parity with or senior to the Preferred Shares, and any
securities that are convertible into or exchangeable for, or that represent the right to receive, any such securities; or publicly announce an intention to effect any such transaction, until thirty (30)&nbsp;days from the date of the Prospectus;
<U>provided</U>, <U>however</U>, that the Company may (i)&nbsp;issue and sell such securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding at the
Execution Time, (ii)&nbsp;grant employee stock options and restricted shares pursuant to the terms of any equity incentive plan in effect at the Execution Time, (iii)&nbsp;issue and sell such securities or securities convertible into such securities
in connection with the acquisition of Properties (as hereinafter defined) or in connection with joint ventures or similar arrangements, so long as the recipients agree in writing not to sell or transfer the common stock or securities convertible
into common stock for a period of thirty (30)&nbsp;days from the date of the Prospectus without the prior written consent of the Representatives, (iv)&nbsp;issue and sell such securities pursuant to the dividend reinvestment and stock purchase plan
of the Company in effect at the Execution Time, and (v)&nbsp;issuances, for no consideration, of no more than 100 shares of such securities to one or more persons unaffiliated with the Company as door or drawing prizes in connection with the
Company&#146;s marketing efforts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(s) The Company will comply with all applicable securities and other applicable laws, rules and
regulations, including, without limitation, the Sarbanes-Oxley Act of 2002 (the &#147;<B>Sarbanes-Oxley Act</B>&#148;), and will use its best efforts to cause the Company&#146;s directors and officers, in their capacities as such, to comply with
such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(t) Unless requested otherwise
by the Representatives, the Company will prepare a final term sheet, containing solely a description of final terms of the Shares and the offering thereof, in the form attached hereto or as previously provided to, and approved by the Representatives
and will file such final term sheet with the Commission as soon as practical after the Execution Time. The Company will file any other Issuer Free Writing Prospectus to the extent required by Rule 433 under the Act and will pay any required
registration fee for this offering pursuant to Rule 456(b)(1) under the Act within the time period required by such rule (without regard to the proviso therein relating to the four (4)&nbsp;Business Days extension to the payment deadline) and in any
event prior to the Closing Date. The Company will retain, pursuant to reasonable procedures developed in good faith, copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433(g) under the Act.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(u) The Company will complete all required filings with the New York Stock Exchange and other necessary actions in order to cause the
Shares and the Conversion Shares to be listed and admitted and authorized for trading on the New York Stock Exchange within 30 days of the Closing Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(v) At or prior to the Closing Date, the Company will prepare and file a registration statement on Form 8-A with the Commission covering 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">9 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(w) The Company will prepare and file articles supplementary to the Company&#146;s articles of
incorporation, authorizing the <B>Series F</B> Preferred Stock and designating the rights and preferences relating thereto (the &#147;<B>Articles Supplementary</B>&#148;) with the Department of Assessments and Taxation of the State of Maryland
(&#147;<B>Maryland DAT</B>&#148;) prior to the Closing Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(x) The Company has reserved and will reserve and keep available at all
times, free of any preemptive or other similar rights arising by operation of law, under the articles of incorporation or bylaws of the Company, under any agreement or instrument to which the Company or any of its subsidiaries is a party or
otherwise, the maximum number of Conversion Shares issuable upon conversion of the Preferred Shares until such time as all of the Preferred Shares have been converted, repurchased and retired or redeemed and retired. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Representations and Warranties of the Company</U>. The Company hereby represents and warrants to each of the Underwriters: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Basic Prospectus and each Preliminary Prospectus, if any, included as part of the registration statement as originally filed or as part
of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the provisions of the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) The Company and the transactions contemplated by this Agreement and the Deposit Agreement meet all of the requirements for using Form S-3
under the Act pursuant to the standards for such form in effect currently and immediately prior to October&nbsp;21, 1992. The Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing.
No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings or examination under Section&nbsp;8(d) or 8(e) of the Act are pending before or, to the best of the Company&#146;s knowledge, threatened by the
Commission. The Company is not the subject of a pending proceeding under Section&nbsp;8A of the Act in connection with the offering of the Shares. The Registration Statement meets the requirements set forth in Rule 415(a)(1)(x) under the Act and
complies in all other material respects with such Rule. The Registration Statement, in the form in which it became effective, and also in such form as it may be when any post-effective amendment thereto shall become effective, and the Preliminary
Prospectus and the Prospectus and any supplement or amendment thereto, each when filed with the Commission under Rule 424(b) under the Act, complied or will comply in all material respects with the provisions of the Act and the Exchange Act. The
Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Act objecting to the use of the automatic shelf registration statement form. On each Effective Date and at the Execution Time, the Registration Statement did
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 made therein not misleading. On the date of any filing pursuant to Rule 424(b) and on the Closing
Date and each Option Closing Date, the Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The representation and warranty contained in this Section&nbsp;6(b) does not apply to statements in or omissions from the Registration Statement, the Disclosure Package or the Prospectus
made in reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein. As of the date hereof, all exhibits required to be filed with
the Commission pursuant to Item&nbsp;601 of Regulation S-K have been so filed. </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:8%; font-size:10pt; font-family:Times New Roman">(c) (i) The Disclosure Package and (ii)&nbsp;each electronic road show, if any, when taken
together as a whole with the Disclosure Package, did not at the Execution Time, and will not on the Closing Date and each Option Closing Date, contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package made in reliance upon and in conformity with
information relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) (i)&nbsp;At the time of filing 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 (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 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 163(c)) made any offer relating to the Shares in reliance on the exemption in Rule 163, and (iv)&nbsp;at the Execution Time (with such date being used as the
determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a &#147;well-known seasoned issuer&#148; as defined in Rule 405. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a <I>bona
fide</I> offer (within the meaning of Rule 164(h)(2)) of the Shares and (ii)&nbsp;as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer
(as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) Each Issuer Free Writing Prospectus (including, without limitation, any electronic or other road show that is a free writing prospectus
under Rule 433) and the final term sheet prepared and filed pursuant to Section&nbsp;5(t) hereof does not include any information that conflicts with the information contained in the Registration Statement, including any Incorporated Document by
reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in
conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter
consists of the information described as such in Section&nbsp;12 hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The Incorporated Documents heretofore filed, when they were
filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder. The
Company has given the Representatives notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Execution Time. No such document when it was filed (or, if an amendment with respect to any such document was
</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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filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they were made, not misleading. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) The Shares and the Preferred
Shares have been duly and validly authorized and conform in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus and, when issued and delivered pursuant to this Agreement
and, in the case of the Shares, the Deposit Agreement, will be fully paid and non-assessable free and clear of any pledge, lien, encumbrance, security interest or other claim. The issuance and sale of the Shares and the Preferred Shares by the
Company is not subject to preemptive or other similar rights arising by operation of law, under the articles of incorporation, by-laws or other organizational documents of the Company or under any agreement to which the Company or any one of its
subsidiaries is a party and no person has a right of participation or first refusal with respect to the sale of the Shares or the Preferred Shares by the Company; the Depositary Receipts will entitle the holders thereof to the benefits provided
therein and in the Deposit Agreement. The form of certificate for the Shares will be in valid and sufficient form in compliance with Maryland law and the New York Stock Exchange requirements. The Conversion Shares have been duly authorized and
reserved for issuance upon such conversion by all necessary corporate action and, when issued and delivered upon such conversion in accordance with the Articles Supplementary, will be validly issued, fully paid and nonassessable. The issuance of the
Conversion Shares upon conversion of the Preferred Shares in accordance with the Articles Supplementary will not be subject to preemptive or other similar rights arising by operation of law, under the articles of incorporation or bylaws of the
Company, under any agreement or instrument to which the Company or any of its subsidiaries is a party or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) As of the date
hereof, 147,123,246 shares of Common Stock of the Company were issued and outstanding, 11,500,000 depositary shares representing interests in the Company&#146;s Series D Cumulative Redeemable Preferred Stock (&#147;<B>Series D Preferred
Stock</B>&#148;) were issued and outstanding and 11,500,000 depository shares represents interests in the Company&#146;s Series E Cumulative Redeemable Preferred Stock (&#147;<B>Series E Preferred Stock</B>&#148;); all of the outstanding shares of
Common Stock, Series D Preferred Stock and Series E Preferred Stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable and are free of any preemptive or similar rights. Except as disclosed in the
Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), there are no outstanding (i)&nbsp;securities or obligations of the Company or any of its subsidiaries convertible into or exchangeable for
any equity interests of the Company or any such subsidiary, (ii)&nbsp;warrants, rights or options to subscribe for or purchase from the Company or any such subsidiary any such equity interests or any such convertible or exchangeable securities or
obligations or (iii)&nbsp;obligations of the Company or any such subsidiary to issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options. Except as disclosed in the
Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), 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: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:8%; font-size:10pt; font-family:Times New Roman">(j) Each of the Company and each of its subsidiaries is a corporation, limited liability company,
partnership or trust, as applicable, duly organized, validly existing and in good standing under the laws of the state of its formation, as set forth on <U>Schedule&nbsp;IV</U> hereto, with full corporate, limited liability company, partnership or
trust power, as applicable, and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus, and each is duly registered and qualified to
conduct its business, and is in good standing, in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure so to register or qualify does not
have a material adverse effect on the condition (financial or other), prospects, earnings, business, properties, net worth or results of operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the
ordinary course of business (&#147;<B>Material Adverse Effect</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(k) Neither the Company nor any of its subsidiaries does any
business in Cuba. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(l) The Company has no subsidiaries or joint ventures other than as set forth on <U>Schedule IV</U> hereto, and does
not control, directly or indirectly, any other corporation, partnership, joint venture, association or other business association. The issued shares of capital stock of each of the Company&#146;s subsidiaries have been duly authorized and validly
issued, are fully paid and non-assessable and are owned legally and beneficially by the Company free and clear of any security interests, liens, encumbrances, equities or claims. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(m) There are no legal or governmental actions, suits or proceedings pending or, to the knowledge of the Company, threatened, against the
Company or any of its subsidiaries, or to which the Company or any properties of the Company or any of its subsidiaries is subject, that (A)&nbsp;are required to be described in the Registration Statement or the Prospectus but are not described as
required; (B)&nbsp;could reasonably be expected to have a material adverse effect on the performance of this Agreement or the Deposit Agreement or the consummation of any of the transactions contemplated hereby or thereby; or (C)&nbsp;could
reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). There are no statutes, regulations, capital expenditures,
off-balance sheet transactions, contingencies or agreements, contracts, indentures, leases or other instruments or documents of a character that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus or
to be filed or incorporated by reference as an exhibit to the Registration Statement or any Incorporated Document that are not described, filed or incorporated as required by the Act or the Exchange Act (and the Pricing Prospectus contains in all
material respects the same description of the foregoing matters contained in the Prospectus). The statements in the Basic Prospectus under the heading &#147;Material Federal Income Tax Considerations&#148; and in the Disclosure Package, the
Preliminary Prospectus and the Prospectus Supplement under the heading &#147;Additional Material Federal Income Tax Considerations&#148; fairly summarize the matters therein described. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(n) Neither the Company nor any of its subsidiaries is: (A)&nbsp;in violation of (i)&nbsp;its respective articles of incorporation or by-laws,
(ii)&nbsp;any law, ordinance, administrative or governmental rule or regulation applicable to the Company or its subsidiaries, which violation would have a Material Adverse Effect, or (iii)&nbsp;any decree of any court or governmental agency 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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body having jurisdiction over the Company or its subsidiaries; or (B)&nbsp;in default in any material respect in the performance of any obligation, agreement, condition or covenant (financial or
otherwise) contained in any bond, debenture, note or any other evidence of indebtedness or in any material agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or its
subsidiaries or any of their respective properties may be bound, and no such default is foreseeable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(o) (A) As of the date hereof, the
Company owns either directly or through investment interests, 2,488 properties (the &#147;<B>Properties</B>&#148;). To the best of the Company&#146;s knowledge, neither the Company nor any of its subsidiaries is in violation of any municipal, state
or federal law, rule or regulation concerning any of their Properties, which violation would have a Material Adverse Effect; (B)&nbsp;to the best of the Company&#146;s knowledge, each of the Properties complies with all applicable zoning laws,
ordinances and regulations in all material respects and, if and to the extent there is a failure to comply, such failure does not materially impair the value of any of such Properties and will not result in a forfeiture or reversion of title
thereof; (C)&nbsp;neither the Company nor any of its subsidiaries has received from any governmental authority any written notice of any condemnation of, or zoning change affecting any of, the Properties, and the Company does not know of any such
condemnation or zoning change which is threatened and which if consummated would have a Material Adverse Effect; (D)&nbsp;the leases under which the Company leases the Properties as lessor (the &#147;<B>Leases</B>&#148;) are in full force and effect
and have been entered into in the ordinary course of business of the Company; (E)&nbsp;the Company and each of its subsidiaries has complied with its respective obligations under the Leases in all material respects and the Company does not know of
any default by any other party to the Leases which, alone or together with other such defaults, would have a Material Adverse Effect; and (F)&nbsp;all liens, charges, encumbrances, claims or restrictions on or affecting the Properties and assets
(including the Properties) of the Company and its subsidiaries that are required to be disclosed in the Prospectus are disclosed therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(p) Neither the issuance and sale of the Shares, the execution, delivery or performance of this Agreement or the Deposit Agreement by the
Company, nor the consummation by the Company of the transactions contemplated hereby or thereby (including the application of the proceeds from the sale of the Shares and the designation, issuance and deposit of the Preferred Shares), nor the
fulfillment of the terms hereof or thereof, nor the issuance of Conversion Shares in accordance with the Articles Supplementary: (A)&nbsp;requires any consent, approval, authorization or other order of, or registration or filing with, any court,
regulatory body, administrative agency or other governmental body, agency or official (except (i)&nbsp;such as may be required for the registration of the Shares under the Act, the listing of the Shares and the Conversion Shares on the New York
Stock Exchange and compliance with the securities or blue sky laws of various jurisdictions and (ii)&nbsp;the filing with the Maryland DAT of the Articles Supplementary), or conflicts or will conflict with or constitutes or will constitute a breach
or violation of, or a default under, the articles of incorporation, including the Articles Supplementary, or by-laws of the Company or any of its subsidiaries; or (B)&nbsp;conflicts or will conflict with or constitutes or will constitute a breach
of, or a default under, any agreement, indenture, lease or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any properties of the Company or any of its subsidiaries may be bound, or violates or
will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or any of its subsidiaries or any properties of 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">14 </P>


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Company or any of its subsidiaries, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant
to the terms of any agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries may be bound, or to which any property or assets of the Company or any of its subsidiaries is
subject. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(q) To the Company&#146;s knowledge, Ernst&nbsp;&amp; Young LLP, who has audited and certified certain financial statements and
schedules included or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus (or any amendment or supplement thereto), is and was, during the periods covered by the financial statements on which the
Company reported, an independent registered public accounting firm with respect to the Company as required by the Act and the Exchange Act and the applicable published rules and regulations thereunder and by the Public Company Accounting Oversight
Board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(r) The financial statements, together with related schedules and notes, included or incorporated by reference in the Registration
Statement, the Pricing Prospectus and the Prospectus (and any amendment or supplement thereto), present fairly in all material respects the financial position, results of operations and changes in financial position of the Company and its
subsidiaries on the basis stated in the Registration Statement and the Incorporated Documents at the respective dates or for the respective periods to which they apply. Such statements and related schedules and notes have been prepared in accordance
with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein. The other financial and statistical information and data included or incorporated by reference in the Registration
Statement, the Pricing Prospectus and the Prospectus (and any amendment or supplement thereto) are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and its subsidiaries.
The pro forma financial statements and other pro forma financial information included, or incorporated by reference in, the Registration Statement, the Pricing Prospectus and the Prospectus include assumptions that provide a reasonable basis for
presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application
of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Prospectus, the Pricing Prospectus and the Registration Statement. The pro forma financial statements included in the
Prospectus, the Pricing Prospectus and the Registration Statement comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Act and the pro forma adjustments have been properly applied to the
historical amounts in the compilation of those statements. The Company has filed with the Commission all financial statements, together with related schedules and notes, required to be filed pursuant to Regulation S-X under the Act. The interactive
data in eXtensible Business Reporting Language incorporated by reference in to the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in
accordance with the Commission&#146;s rules and guidelines applicable thereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(s) The Company has the corporate power to issue, sell and
deliver the Shares and the Preferred Shares as provided herein; the execution and delivery of, and the performance by the Company of its obligations under, this Agreement and the Deposit Agreement have been
</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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duly and validly authorized by the Company, and this Agreement and the Deposit Agreement have been duly executed and delivered by the Company and constitute the valid and legally binding
agreements of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors&#146; rights generally and by general
principles of equity and to the extent that rights to indemnity and contribution hereunder may be limited by federal or state securities laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(t) Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto),
subsequent to the respective dates as of which such information is given in the Registration Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), neither the Company nor any of its subsidiaries has incurred
any liability or obligation (financial or other), direct or contingent, or entered into any transaction (including any off-balance sheet activities or transactions), not in the ordinary course of business, that is material to the Company and its
subsidiaries, and there has not been any material change in the capital stock, or material increase in the short-term debt or long-term debt (including any off-balance sheet activities or transactions), of either the Company or its subsidiaries, or
any material adverse change, or any development involving or which may reasonably be expected to involve, a prospective material adverse change, in the condition (financial or other), business, prospects, net worth or results of operations of either
the Company or its subsidiaries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(u) The Company and each of its subsidiaries has good and marketable title to all property (real and
personal) described in the Disclosure Package and the Prospectus as being owned by each of them (including the Properties), free and clear of all liens, claims, security interests or other encumbrances that would materially and adversely affect the
value thereof or materially interfere with the use made or presently contemplated to be made thereof by them as described in the Prospectus, except such as are described in the Registration Statement, the Disclosure Package and the Prospectus, or in
any document filed as an exhibit to the Registration Statement, and each property described in the Disclosure Package and the Prospectus as being held under lease by the Company or any of its subsidiaries is held by it under a valid, subsisting and
enforceable lease. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(v) The &#147;significant subsidiaries&#148; of the Company as defined in Section&nbsp;1-02(w) of Regulation S-X are
set forth in <U>Schedule IV</U> hereto (the &#147;<B>Significant Subsidiaries</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(w) The Company has not distributed and, prior
to the later to occur of (x)&nbsp;the Closing Date and (y)&nbsp;completion of the distribution of the Shares, will not distribute, any offering material in connection with the offering and sale of the Shares other than the Registration Statement,
the Disclosure Package or the Prospectus. The Company has not, 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 any security of the Company to facilitate the sale or resale of the Shares; or (ii)&nbsp;since the filing of the Registration Statement (A)&nbsp;sold, bid for, purchased, or paid anyone any compensation for soliciting
purchases of, the Shares or (B)&nbsp;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: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:8%; font-size:10pt; font-family:Times New Roman">(x) The Company and each of its subsidiaries possess all certificates, permits, licenses,
franchises and authorizations of governmental or regulatory authorities (the &#147;<B>permits</B>&#148;) as are necessary to own their respective properties and to conduct their respective businesses in the manner described in the Disclosure Package
and the Prospectus, where such failure to possess could have a Material Adverse Effect, subject to such qualifications as may be set forth in the Disclosure Package and the Prospectus. The Company and each of its subsidiaries has fulfilled and
performed all of their respective obligations with respect to such permits, except for any failure to so fulfill or perform as would not reasonably be expected to have a Material Adverse Effect, and no event has occurred which allows, or after
notice or lapse of time would allow, revocation or termination thereof or which would result in any other material impairment of the rights of the holder of any such permit, subject in each case to such qualification as may be set forth in the
Disclosure Package and the Prospectus, and except for any such event as would not reasonably be expected to have a Material Adverse Effect. Except as described in the Disclosure Package and the Prospectus, exclusive of any supplement thereto,
neither the revocation or modification of any permit singly or in the aggregate, nor the announcement of an unfavorable decision, ruling or finding with respect to any permit, would have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(y) The Company and each of its subsidiaries have established and maintain disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission&#146;s rules and forms and is accumulated and communicated to the Company&#146;s management, including its chief executive officer and chief financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure; and the Company and each of its subsidiaries maintain a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and which includes policies and procedures that (i)&nbsp;pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and each of its subsidiaries, (ii)&nbsp;provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company and each of its subsidiaries are being made only in accordance with the authorization of management, and
(iii)&nbsp;provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or dispositions of assets that could have a material effect on the financial statements. The Company&#146;s disclosure controls and
procedures have been evaluated for effectiveness as of the end of the period covered by the Company&#146;s most recently filed periodic report on Form 10-Q or 10-K, as the case may be, which precedes the date of the Prospectus and were effective in
all material respects to perform the functions for which they were established. Based on the most recent evaluation of its internal control over financial reporting, the Company was not aware of (i)&nbsp;any material weaknesses in the design or
operation of internal control over financial reporting or (ii)&nbsp;any fraud, whether or not material, that involves management or other employees who have a significant role in the Company&#146;s internal control over financial reporting. There
has been no change in the Company&#146;s internal control over financial reporting that has occurred during its most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company&#146;s
internal control over financial reporting. </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">17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(z) There is and has been no failure on the part of the Company and any of the Company&#146;s
directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith, including, without limitation, Section&nbsp;402 related to loans to
insiders and Sections 302 and 906 related to certifications. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(aa) To the Company&#146;s knowledge, neither the Company and its
subsidiaries nor any employee or agent of the Company and its subsidiaries has made any payment of funds of the Company or its 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 Disclosure Package or the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(bb) Neither the Company nor
any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation
by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the &#147;<B>FCPA</B>&#148;), including, without limitation, making use of the mails or any means or instrumentality of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any &#147;foreign official&#148;
(as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA; and the Company, its subsidiaries and, to the knowledge of the Company, its
affiliates have conducted their businesses in compliance with the FCPA 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:8%; font-size:10pt; font-family:Times New Roman"><B></B>(cc) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the &#147;<B>Money Laundering Laws</B>&#148;) 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 the
Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.<B> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(dd) Neither the Company nor any of its
subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (&#147;<B>OFAC</B>&#148;) or the U.S. Department of State and including, without limitation, the designation as a &#147;specially designated national&#148; or &#147;blocked person&#148;), the United Nations Security Council
(&#147;<B><U>UNSC</U></B>&#148;), the European Union, Her Majesty&#146;s Treasury (&#147;<B><U>HMT</U></B>&#148;), or other relevant sanctions authority (collectively, &#147;<B><U>Sanctions</U></B>&#148;), nor is the Company, any of its subsidiaries
or any of the Guarantors located, organized or resident in a country </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; font-size:10pt; font-family:Times New Roman">
or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Crimea (each, a &#147;<B><U>Sanctioned Country</U></B>&#148;);
and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)&nbsp;to fund or facilitate any
activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of such Sanctions or (ii)&nbsp;in any other manner that will result in a violation of Sanctions administered or enforced by OFAC by
any person (including any person participating in the offering, whether as underwriter, adviser, investor or otherwise). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ee) No labor
problem or dispute with the employees of the Company and/or any of its subsidiaries or any of the Company&#146;s or its subsidiaries&#146; principal suppliers, contractors or customers, exists, is threatened or imminent that could result in a
Material Adverse Effect. To the Company&#146;s knowledge, no labor problem or dispute with the Company&#146;s or its subsidiaries&#146; tenants exists, is threatened or imminent that could result in a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ff) The Company has filed all foreign, federal, state and local tax returns that are required to be filed, which returns are complete and
correct, or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect, except as set forth in the Disclosure Package and the Prospectus) and has paid all taxes required to be paid
by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a
material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except
as set forth in the Disclosure Package and the Prospectus (exclusive of any supplement thereto). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(gg) No holder of any security of the
Company has any right to require registration of the Shares or any other security of the Company because of the filing of the Registration Statement or consummation of the transactions contemplated by this Agreement or the Deposit Agreement, which
right has not been waived in connection with the transactions contemplated by this Agreement. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Shares or the
Preferred Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(hh) The Company and its subsidiaries own or possess all patents, trademarks, trademark registrations, service marks,
service mark registrations, trade names, copyrights, licenses, inventions, trade secrets and rights described in the Disclosure Package and the Prospectus as being owned by them or necessary for the conduct of their respective businesses. The
Company is not aware of any claim to the contrary or any challenge by any other person to the rights of the Company and its subsidiaries with respect to the foregoing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ii) The Company is not now, and after sale of the Shares to be sold by the Company hereunder and the application of the net proceeds from
such sale as described in the Pricing Prospectus and the Prospectus under the caption &#147;Use of Proceeds,&#148; will not be, an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as amended. </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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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="8%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(jj)</TD>
<TD ALIGN="left" VALIGN="top">(i) To the best of the Company&#146;s knowledge, the Company, its subsidiaries, the Properties and the operations conducted thereon comply and heretofore have complied with all applicable Environmental Laws, and no
expenditures are required or advisable to maintain or achieve such compliance, except as disclosed in environmental site assessment reports obtained by the Company on or before the date hereof relating to any of the Properties and in the written
summary maintained by the Company of the status of ongoing environmental projects at Properties, each of which have been directly provided to the Underwriters or their counsel (collectively, the &#147;<B>Environmental Reports</B>&#148;) and except
for those circumstances that have not had and are not expected to have, singly or in the aggregate, a Material Adverse Effect. </TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">(ii) Neither the Company nor any of its subsidiaries has at any time and, to the best of the Company&#146;s knowledge, no other party has at
any time, handled, buried, stored, retained, refined, transported, processed, manufactured, generated, produced, spilled, allowed to seep, leak, escape or leach, or be pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or
otherwise disposed of or dealt with, Hazardous Materials (as defined below) on, to, under or from the Properties, except as disclosed in Environmental Reports and except for those circumstances that have not had and are not expected to have a
Material Adverse Effect. Neither the Company nor any of its subsidiaries intends to use the Properties or any subsequently acquired properties for the purpose of handling, burying, storing, retaining, refining, transporting, processing,
manufacturing, generating, producing, spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials; <U>provided</U>,
<U>however</U>, the tenants of the Company may use Properties for their intended purpose, which may involve the handling, storing, pumping and transporting of Hazardous Materials. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">(iii) To the best of the Company&#146;s knowledge, no seepage, leak, escape, leach, discharge, injection, release, emission, spill, pumping,
pouring, emptying or dumping of Hazardous Materials into any surface water, groundwater, soil, air or other media on or adjacent to the Properties has occurred, is occurring or is reasonably expected to occur, except as is disclosed in the
Environmental Reports and except for those circumstances that are not expected to have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">(iv) Neither the
Company nor any of its subsidiaries has received notice from any Governmental Authority or other person of, or has knowledge of, any occurrence or circumstance which, with notice, passage of time, or failure to act, would give rise to any claim
under or pursuant to </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; margin-left:13%; font-size:10pt; font-family:Times New Roman">
any Environmental Law or under common law pertaining to Hazardous Materials on or originating from the existing Properties or any act or omission of any party with respect to the existing
Properties, except as disclosed in the Environmental Reports and except for those circumstances that are not expected to have a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">(v) To the best of the Company&#146;s knowledge, none of the Properties is included or proposed for inclusion on any federal, state, or local
lists of sites which require or might require environmental cleanup, including, but not limited to, the National Priorities List or CERCLIS List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or any
analogous state list, except as is disclosed in the Environmental Reports and except for those circumstances that are not expected to have a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">(vi) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and
properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company has reasonably concluded that such
associated costs and liabilities are not expected to, singly or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure
Package and the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>As used herein, &#147;<B>Hazardous Material</B>&#148; shall include, without limitation, any flammable
explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials, asbestos, polychlorinated biphenyls, petroleum products and by-products and substances defined or listed as
&#147;hazardous substances,&#148; &#147;toxic substances,&#148; &#147;hazardous waste,&#148; or &#147;hazardous materials&#148; in any Federal, state or local Environmental Law.<B> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B></B>As used herein, &#147;<B>Environmental Law</B>&#148; shall mean all laws, common law duties, regulations or ordinances (including any
orders or agreements) of any Federal, state or local governmental authority having or claiming jurisdiction over any of the Properties (a &#147;<B>Governmental Authority</B>&#148;) that are designed or intended to protect the public health and the
environment or to regulate the handling of Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section&nbsp;9601 et seq.)
(&#147;<B>CERCLA</B>&#148;), the Hazardous Material Transportation Act, as amended (49 U.S.C. Section&nbsp;1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section&nbsp;6901 et seq.), the Federal Water Pollution
Control Act, as amended (33 U.S.C. Section&nbsp;1251 et seq.), and the Clean Air Act, as amended (42 U.S.C. Section&nbsp;7401 et seq.), and any and all analogous future federal or present or future state or local laws.<B> </B></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:8%; font-size:10pt; font-family:Times New Roman">(kk) The Company is organized in conformity with the requirements for qualification as a real
estate investment trust under Sections 856 through 860 of the Code and the rules and regulations thereunder. As of the close of every taxable year during the Company&#146;s existence, the Company has had no earnings and profits accumulated in a
non-REIT year within the meaning of Section&nbsp;857(a)(2)(B) of the Code. The Company&#146;s past and proposed method of operation have enabled it, and will enable it, to meet the requirements for taxation as a REIT under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ll) As of the date of this Agreement, the Company has no &#147;taxable REIT subsidiaries&#148; within the meaning of Section&nbsp;856(l) of
the Code. Each of the Company&#146;s corporate subsidiaries is in compliance with all requirements applicable to a REIT or a &#147;qualified REIT subsidiary&#148; within the meaning of Section&nbsp;856(i) of the Code and all applicable regulations
under the Code, and the Company is not aware of any fact that would negatively impact such qualifications. Each of the Company&#146;s non-corporate subsidiaries qualifies as a partnership or a disregarded entity for federal income tax purposes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(mm) The Company and each of its subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which they are engaged and the value of their properties. All policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or their respective
businesses, assets, employees, officers and directors are in full force and effect. The Company and its subsidiaries are in compliance with the terms of such policies and instruments in all material respects and there are no claims by the Company or
any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. Neither the Company nor any of its subsidiaries has been refused any insurance
coverage sought or applied for, and the Company does not have any reason to believe that the Company and each of its subsidiaries will not be able to renew its respective existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers as may be necessary to continue their respective businesses at a cost that would not have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(nn) The Company and its subsidiaries have title insurance on each of the Properties owned in fee simple in amounts at least equal to the cost
of acquisition of such property; with respect to an uninsured loss on any of the Properties, the title insurance shortfall would not have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(oo) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any
other distribution on such subsidiary&#146;s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring and of such subsidiary&#146;s assets or property to the Company or any other
subsidiary of the Company, except as described in the Disclosure Package and the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(pp) There are no transfer taxes or other
similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the Deposit Agreement or the issuance by the Company or
sale by the Company of 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">22 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman"><B></B>(qq) Each of the Company and its subsidiaries has fulfilled its obligations, if any, under
the minimum funding standards of Section&nbsp;302 of the United States Employee Retirement Income Security Act of 1974 (&#147;<B>ERISA</B>&#148;) and the regulations and published interpretations thereunder with respect to each &#147;plan&#148; (as
defined in Section&nbsp;3(3) of ERISA and such regulations and published interpretations) in which employees of the Company and its subsidiaries are eligible to participate. Each such plan is in compliance in all material respects with the presently
applicable provisions of ERISA and such regulations and published interpretations. Neither the Company nor any of its subsidiaries has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums
in the ordinary course) or to any such plan under Title IV of ERISA.<B> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(rr) To the knowledge of the Company, no stock options awards
granted by the Company have been retroactively granted, or the exercise or purchase price of any stock option award determined retroactively. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(ss) The Company&#146;s authorized capitalization is as set forth in the Registration Statement, the Disclosure Package and the Prospectus;
the authorized and issued and outstanding capital stock of the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus; the outstanding shares of Common
Stock and preferred stock of the Company have been duly and validly authorized and issued in compliance with all Federal and state securities laws, and are fully paid and non-assessable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(tt) Assuming due authorization, execution and delivery of the Deposit Agreement by the Depositary, each Share will represent an interest in
1/100th of a share of a validly issued, outstanding, fully paid and non-assessable share of Series F Preferred Stock. Assuming due execution and delivery of the Depositary Receipts by the Depositary pursuant to the Deposit Agreement, the Depositary
Receipts will entitle the holders thereof to the benefits provided therein and in the Deposit Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(uu) Application has been made
to list the Shares on the New York Stock Exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each
Underwriter and each person who controls any Underwriter, within the meaning of either the Act or the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under
the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i)&nbsp;arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares, the Preferred Shares and the Conversion Shares as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Prospectus, the Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus (including without limitation, any &#147;road show&#148; (as defined under Rule 433) not constituting an Issuer Free Writing
Prospectus); or </P>
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(ii) arise out of or are based upon the omission or alleged omission to state in the Registration Statement for the registration of the Shares, the Preferred Shares and the Conversion Shares as
originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Prospectus, the Prospectus, the Disclosure Package or any Issuer Free Writing Prospectus (including without limitation, any &#147;road show&#148; (as defined
under Rule 433) not constituting an Issuer Free Writing Prospectus) a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii)&nbsp;arise out of or are based upon a breach of the
representations and warranties in this Agreement. The Company agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; <U>provided</U>, <U>however</U>, that the Company will not be liable in any such case arising in connection with this Section&nbsp;7 to the extent that any such loss, claim, damage or liability (or actions in
respect thereof) arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf
of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability, which the Company may otherwise have. The Company acknowledges that the only information furnished in
writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus is as set forth in Section&nbsp;12 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, each of its directors, each of its
officers who signed the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives in writing specifically for inclusion in the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability, which any Underwriter may otherwise have. The Company acknowledges that the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any
Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus is as set forth in Section&nbsp;12 hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) Promptly
after receipt by an indemnified party under this Section&nbsp;7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section&nbsp;7, notify
the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party: (i)&nbsp;will not relieve it from liability under paragraph (a)&nbsp;or (b)&nbsp;above unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii)&nbsp;will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a)&nbsp;or (b)&nbsp;above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party&#146;s choice at the indemnifying party&#146;s expense to represent the
indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as
set forth below); <U>provided</U>, <U>however</U>, that such counsel shall be satisfactory to the indemnified party. </P>
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Notwithstanding the indemnifying party&#146;s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if: (i)&nbsp;the use of counsel chosen by the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii)&nbsp;the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii)&nbsp;the indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv)&nbsp;the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the
indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise, or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action), unless such settlement, compromise or consent (x)&nbsp;includes
an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (y)&nbsp;does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf
of any indemnified party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) In the event that the indemnity provided in paragraph (a)&nbsp;or (b)&nbsp;of this Section&nbsp;7 is
unavailable to, or insufficient to hold harmless, an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending the same) (collectively &#147;<B>Losses</B>&#148;) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative
benefits received by the Company, on the one hand, and by the Underwriters, on the other, from the offering of the Shares; <U>provided</U>, <U>however</U>, that in no case shall any Underwriter (except as may be provided in any agreement among the
Underwriters relating to the offering of the Shares) be responsible for any amount in excess of the underwriting discount or commission applicable to the Shares purchased by the Underwriters hereunder. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one
hand, and of the Underwriters, on the other, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the
total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page
of the Prospectus. Relative fault shall be determined by reference to, among other things: (i)&nbsp;whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information provided by the Company, on the one hand, or the Underwriters, on the other; (ii)&nbsp;the intent of the parties and their relative knowledge; (iii)&nbsp;access to information; and (iv)&nbsp;the opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if </P>
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contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph (d), 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. For purposes of
this Section&nbsp;7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as the Underwriters,
and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Conditions of
Underwriters&#146; Obligations</U>. The obligations of the Underwriters to purchase the Shares hereunder are subject to the following conditions: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) (i)&nbsp;The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b)
(without reference to Rule 424(b)(8)); the final term sheet contemplated by Section&nbsp;5(t) hereto and any other material required to be filed by the Company pursuant to Rule 433(d) shall have been filed with the Commission within the applicable
time periods prescribed for such filings by Rule 433 and (ii)&nbsp;any request of the Commission for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the
satisfaction of the Underwriters. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) Subsequent to the Execution Time, or, if earlier, the dates as of which information is given in the
Registration Statement (exclusive of any amendment thereto), the Disclosure Package and the Prospectus (exclusive of any amendment thereof), there shall not have occurred: (i)&nbsp;any change, or any development involving a prospective change, in or
affecting the condition (financial or otherwise), earnings, business, properties, net worth, or results of operations of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set
forth in the Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the effect of which, in the sole judgment of the Representatives is so material and adverse as to make
it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendments thereto), the Disclosure Package and the Prospectus (exclusive of any supplement
thereto); or (ii)&nbsp;any event or development relating to or involving the Company and its subsidiaries or any officer or director of the Company and its subsidiaries which makes any statement made in the Disclosure Package or the Prospectus
untrue or which, in the opinion of the Company and its counsel or the Representatives and their counsel, requires the making of any addition to or change in the Disclosure Package in order to state a material fact required by the Act or any other
law to be stated therein, or necessary in order to make the statements therein not misleading, if amending or supplementing the Disclosure Package to reflect such event or development would, in the opinion of the Representatives, adversely affect
the market for the Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) The Representatives shall have received on the Closing Date and, if applicable, each Option Closing Date
opinions of Pillsbury Winthrop Shaw Pittman LLP, counsel for the Company, dated as of such date and addressed to the Representatives, substantially in the forms attached hereto as <U>Exhibit A</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">26 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) The Representatives shall have received on the Closing Date and, if applicable, each Option
Closing Date an opinion and negative assurance letter of Vinson&nbsp;&amp; Elkins L.L.P., counsel for the Underwriters, dated as of such date and addressed to the Representatives with respect to such matters as the Underwriters may request. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(e) The Representatives shall have received letters addressed to the Underwriters and dated as of the date hereof, the Closing Date and, if
applicable, each Option Closing Date from Ernst&nbsp;&amp; Young LLP, independent registered public accounting firm, substantially in the form heretofore approved by the Underwriters; <U>provided</U> that the letter delivered on the Closing Date or
any applicable Option Closing Date shall use a &#147;cut-off&#148; date no more than three (3)&nbsp;Business Days prior to the Closing Date or such Option Closing Date, as the case may be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(f) (A)&nbsp;No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that
purpose shall have been taken or, to the knowledge of the Company, shall be contemplated by the Commission at or prior to the Closing Date or any Option Closing Date; (B)&nbsp;there shall not have been any material change in the capital stock of the
Company nor any material increase in the short-term or long-term debt (including any off-balance sheet activities or transactions) of the Company and its subsidiaries (other than in the ordinary course of business) from that set forth or
contemplated in the Registration Statement, the Disclosure Package or the Prospectus (or any amendment or supplement thereto); (C)&nbsp;there shall not have been, since the respective dates as of which information is given in the Registration
Statement, the Disclosure Package and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement, the Disclosure Package and Prospectus (or any amendment or supplement thereto), any
material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company or its subsidiaries; (D)&nbsp;the Company and its subsidiaries shall not have any liabilities or
obligations (financial or other), direct or contingent (whether or not in the ordinary course of business), that are material to the Company or its subsidiaries, other than those reflected in the Registration Statement or the Disclosure Package and
the Prospectus (or any amendment or supplement thereto); and (E)&nbsp;all the representations and warranties of the Company contained in this Agreement shall be true and correct at and as of the Execution Time and on and as of the Closing Date and
each Option Closing Date as if made at and as of such time or on and as of such date, and the Representatives shall have received a certificate, dated the Closing Date and each Option Closing Date and signed by either the chief executive officer or
chief operating officer and the chief financial officer of the Company (or such other officers as are acceptable to the Representatives), to the effect set forth in this Section&nbsp;8(f) and in Section&nbsp;8(g) hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(g) The Company shall not have failed at or prior to the Closing Date and each Option Closing Date to have performed or complied with any of
its agreements herein contained and required to be performed or complied with by it hereunder or under the Deposit Agreement, at or prior to the Closing Date and each Option Closing Date. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any
of the Company&#146;s debt securities by any &#147;nationally recognized statistical rating organization&#148; (as defined in Section&nbsp;3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or
of a possible change in any such rating that does not indicate the direction of the possible change. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(i) The Company shall have completed
all required filings with the New York Stock Exchange and other necessary actions in order to cause the Shares to be listed and admitted and authorized for trading on the New York Stock Exchange, subject only to notice of issuance. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(j) The Company shall furnish or caused to be furnished to the Representatives a certificate of the Company&#146;s Chief Financial Officer
with respect to certain accounting and financial matters in form and substance reasonably satisfactory to the Representatives and their counsel. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(k) The Company shall have furnished or caused to be furnished to the Representatives such further certificates and documents as the
Representatives shall have requested. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">All such opinions, certificates, letters and other documents will be in compliance with the
provisions hereof only if they are satisfactory in form and substance to the Representatives and their counsel. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any certificate or
document signed by any officer of the Company and delivered to the Underwriters, or to counsel for the Underwriters, shall be deemed a representation and warranty by the Company to the Underwriters as to the statements made therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If any of the conditions specified in this Section&nbsp;8 shall not have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled by the Representatives at, or at any time prior to, the Closing Date or any Option Closing Date, with respect to any Option Shares remaining to be purchased. Notice of such
cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">With respect to the Closing Date
and each Option Closing Date, the documents required to be delivered by this Section&nbsp;8 shall be delivered at the offices of Vinson&nbsp;&amp; Elkins L.L.P., Attn: Christopher C. Green, Esq., counsel for the Underwriters, at 2200 Pennsylvania
Avenue, NW, Suite 500 West, Washington, DC 20037 on or prior to such date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Expenses</U>. The Company agrees to pay the following
costs and expenses and all other costs and expenses incident to the performance by the Company of its obligations hereunder: (i)&nbsp;the preparation, printing or reproduction, and filing with the Commission of the registration statement (including
financial statements and exhibits thereto), each Preliminary Prospectus, if any, the Prospectus, each Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii)&nbsp;the printing (or reproduction) and delivery (including
postage, air </P>
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freight charges and charges for counting and packaging) of such copies of the registration statement, each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus, the
Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for use in connection with the offering and sale of the Shares; (iii)&nbsp;the preparation, printing, authentication, issuance and delivery of
certificates for Shares, the Preferred Shares and the Conversion Shares, including any stamp or other taxes in connection with the original issuance and sale of the Shares, the Preferred Shares and the Conversion Shares; (iv)&nbsp;the printing (or
reproduction) and delivery of this Agreement, the preliminary and supplemental blue sky memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v)&nbsp;the registration or
qualification of the Shares, the Preferred Shares and the Conversion Shares for offer and sale under the securities or blue sky laws of the several states as provided in Section&nbsp;5(g) hereof (including the reasonable fees, expenses and
disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental blue sky memoranda and such registration and qualification); (vi)&nbsp;the filing fees and the fees
and expenses of counsel for the Underwriters in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; (vii)&nbsp;the transportation and other expenses incurred by or on behalf of Company
representatives in connection with presentations to prospective purchasers of the Shares; and (viii)&nbsp;the fees and expenses of the Company&#146;s accountants and counsel (including local and special counsel) for the Company and the Depositary
(including the fees and expenses of its counsel). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10. <U>Default by an Underwriter</U>. If any one or more Underwriters shall fail to
purchase and pay for any of the Shares agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining
Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of Shares set forth opposite their names in <U>Schedule I</U> hereto bears to the number of Shares set forth opposite the names of all
the remaining Underwriters) the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; <U>provided</U>, <U>however</U>, that in the event that the number of Shares which the defaulting Underwriter or Underwriters
agreed but failed to purchase shall exceed 10% of the aggregate number of Shares set forth in <U>Schedule I</U> hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the
Shares, and if such nondefaulting Underwriters do not purchase all the Shares, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this
Section&nbsp;10, the Closing Date shall be postponed for such period, not exceeding five (5)&nbsp;Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>Termination of Agreement</U>. This Agreement shall be subject to termination in the absolute discretion of the Representatives,
without liability on the part of the Underwriters to the Company, by notice to the Company, if, prior to the Closing Date: (i)&nbsp;there shall have occurred any change, or any development involving a prospective change, in or affecting the
condition (financial or otherwise), earnings, business, properties, net worth, or results of operations of the </P>
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Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as specifically addressed in the Disclosure Package or the Prospectus (exclusive
of any amendments or supplements thereto subsequent to the date of this Agreement), the effect of which, in the sole judgment of the Representatives, is so material and adverse as to make it impractical or inadvisable to proceed with the offering or
delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendments thereto) and the Prospectus (exclusive of any supplement thereto); (ii)&nbsp;there shall have occurred any downgrading in the rating of any debt
securities or preferred stock of the Company by any &#147;nationally recognized statistical rating organization&#148; (as defined in Section&nbsp;3(a)(62) of the Exchange Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating);
(iii)&nbsp;trading in the Company&#146;s common stock or outstanding preferred stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange or the Nasdaq National
Market shall have been suspended or materially limited; (iv)&nbsp;a general moratorium on commercial banking activities in New York or Florida shall have been declared by either federal or state authorities; (v)&nbsp;the Company or any of its
subsidiaries shall have sustained a substantial loss by fire, flood, accident or other calamity which renders it impracticable, in the reasonable judgment of the Representatives, to consummate the sale of the Shares and the delivery of the Shares by
the Underwriters at the initial public offering price; or (vi)&nbsp;there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the
effect of which on the financial markets of the United States is such as to make it, in the sole judgment of the Representatives, impracticable or inadvisable to commence or continue the offering as contemplated by the Registration Statement
(exclusive of any amendments thereto) and the Prospectus (exclusive of any supplement thereto). Notice of such termination may be given to the Company by telegram, telecopy or telephone and shall be subsequently confirmed by letter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">12. <U>Information Furnished by the Underwriters</U>. The statements in the third, sixth (only as to the fourth and fifth sentences thereof),
ninth and tenth paragraphs under the heading &#147;Underwriting&#148; in any Preliminary Prospectus and in the Prospectus Supplement, constitute the only information furnished by or on behalf of the Underwriters as such information is referred to in
the penultimate sentence of Section&nbsp;6(b) and the last sentences of Section&nbsp;7(a) and Section&nbsp;7(b) hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">13.
<U>Representations and Indemnities to Survive</U>. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section&nbsp;7 hereof, and will
survive delivery of and payment for the Shares. The provisions of Sections 5(k), 7 and 9 hereof shall survive the termination or cancellation 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">30 </P>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Absence of Fiduciary Relationship</U>. The Company acknowledges and agrees that: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(a) the Underwriters have been retained solely to act as underwriters in connection with the sale of the Shares and that no fiduciary, advisory
or agency relationship between the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement or the process leading thereto, irrespective of whether any of the Underwriters has advised or is
advising the Company on other matters; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(b) the price of the Shares set forth in this Agreement was established by the Company following
discussions and arms-length negotiations with the Representatives, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests
that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:8%; font-size:10pt; font-family:Times New Roman">(d) it waives, to the fullest extent permitted by law, any claims they may have against the Underwriters for breach of fiduciary duty or
alleged breach of fiduciary duty. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Research Analyst Independence</U>. The Company acknowledges that the Underwriters&#146; research
analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters&#146; research analysts may hold views and
make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the
fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research
departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters&#146; investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm
and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject
of the transactions contemplated by this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>Notices</U>. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York 10020, Attention: High Grade
Transaction Management/Legal, fax no. (646)&nbsp;855-5958, Morgan Stanley&nbsp;&amp; Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Transaction Management Group with a copy to Equity Syndicate Desk, with a copy to the Legal Department
at the same address and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Attention: Transaction Management, fax no. (704)&nbsp;410-0326 or, if sent to the Company, will be mailed, delivered or telefaxed to the office of the Company at
450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (facsimile: 407-650-1044), Attention: Kevin B. Habicht, Executive Vice President and Chief Financial Officer. </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>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <U>Successors</U>. This Agreement has been made solely for the benefit of the Underwriters,
the Company, its directors and officers, and the other controlling persons referred to in Section&nbsp;7 hereof and their respective successors and assigns, to the extent provided herein. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section&nbsp;7 hereof, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither
the term &#147;successor&#148; nor the term &#147;successors and assigns&#148; as used in this Agreement shall include a purchaser from the Underwriters of any of the Shares in his status as such purchaser. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <U>Integration</U>. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and
the Underwriters, or any of them, with respect to the subject matter hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19. <U>Applicable Law</U>. This Agreement will be governed
by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within 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">20. <U>Waiver of Jury Trial</U>. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">21. <U>USA
Patriot Act</U>. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October&nbsp;26, 2001)), the Underwriters are required to obtain, verify and record information that identifies its clients,
including the Company, which information may include the name and address of its clients, as well as other information that will allow the Underwriters to properly identify their clients. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">22. <U>Counterparts</U>. This Agreement may be signed in one or more counterparts, each of which shall constitute an original, and all of
which together shall constitute one and the same agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">23. <U>Headings</U>. The section headings used herein are for convenience
only and shall not affect the construction hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">24. <U>Definitions</U>. The terms that follow, when used in this Agreement, shall have
the meanings indicated: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Business Day</B>&#148; shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on
which banking institutions or trust companies are authorized or obligated by law to close in New York City. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Execution
Time</B>&#148; means 4:45 p.m. New York City time on the date hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Free Writing Prospectus</B>&#148; shall mean a free
writing prospectus, as defined in Rule 405. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Rule 158</B>,&#148; &#147;<B>Rule 163</B>,&#148; &#147;<B>Rule 164</B>,&#148;
&#147;<B>Rule 172</B>,&#148; &#147;<B>Rule 401</B>,&#148; &#147;<B>Rule 405</B>,&#148; &#147;<B>Rule 415</B>,&#148; &#147;<B>Rule 424</B>,&#148; &#147;<B>Rule 433</B>&#148; and &#147;<B>Rule&nbsp;456</B>&#148; refer to such rules under the Act. </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>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Well-Known Seasoned Issuer</B>&#148; shall mean a well-known seasoned issuer, as defined
in Rule 405. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature pages follow] </I></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>


<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Company and the several Underwriters. </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="12%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="87%"></TD></TR>


<TR STYLE="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="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"><B>NATIONAL RETAIL PROPERTIES, INC.</B></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="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/ Kevin B. Habicht</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Kevin B. Habicht</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page to Underwriting Agreement for </I></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>Depositary Shares Representing Series F Preferred Stock] </I></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed to as of </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the date first above written: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>
<TD WIDTH="13%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">WELLS FARGO SECURITIES, LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="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/ Carolyn Hurley</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Carolyn Hurley</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Director</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">MERRILL LYNCH, PIERCE, FENNER&nbsp;&amp; SMITH INCORPORATED</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="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/ Chris Djoganopoulos</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Chris Djoganopoulos</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Managing Director</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">MORGAN STANLEY&nbsp;&amp; CO. LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="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/ Yurij Slyz</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Yurij Slyz</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Executive Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Each for itself and as a Representative of the other </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Underwriters named on <U>Schedule I</U> hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Signature Page to Underwriting Agreement for </I></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>Depositary Shares Representing Series F Preferred Stock] </I></P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SCHEDULE I </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NATIONAL RETAIL PROPERTIES, INC. </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">


<TR>
<TD WIDTH="77%"></TD>
<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; width:42.15pt; font-size:8pt; font-family:Times New Roman">Underwriters</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">Number&nbsp;of&nbsp;Firm<BR>Shares&nbsp;to&nbsp;be<BR>Purchased</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">Number&nbsp;of&nbsp;Option<BR>Shares&nbsp;to&nbsp;be<BR>Purchased</TD>
<TD VALIGN="bottom">&nbsp;</TD></TR>


<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Merrill Lynch, Pierce, Fenner&nbsp;&amp; Smith Incorporated</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2,800,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">420,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2,800,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">420,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Wells Fargo Securities, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2,800,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">420,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Citigroup Global Markets Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">660,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">99,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Raymond James&nbsp;&amp; Associates, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">660,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">99,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">RBC Capital Markets, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">660,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">99,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Stifel, Nicolaus&nbsp;&amp; Company, Incorporated</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">660,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">99,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">BB&amp;T Capital Markets, a division of BB&amp;T Securities, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">240,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">36,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Capital One Securities, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">240,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">36,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">PNC Capital Markets LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">240,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">36,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">U.S. Bancorp Investments, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">240,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">36,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12,000,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1,800,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:3.00px double #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
</TABLE>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SCHEDULE II </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">National Retail Properties, Inc. Final Term Sheet filed with the Commission by the Company on October&nbsp;4, 2016. </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SCHEDULE III </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NATIONAL RETAIL PROPERTIES, INC. </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The
purchase price per Share to be paid by the several Underwriters shall be $24.50 per Share, being an amount equal to the initial public offering price per Share of $25.00 <I>less</I> $0.50 per Share with respect to the Shares reserved for sale to
institutional investors (3,115,600 Firm Shares), or $24.2125 per Share, being an amount equal to the public offering price per Share <I>less</I> $0.7875 per Share with respect to the remaining Firm Shares and the Option Shares (equivalent to
8,884,400 Firm Shares and up to 1,800,000 Option Shares). </P>

<p Style='page-break-before:always'>
<HR  SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SCHEDULE IV </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>LIST OF SUBSIDIARIES AND JOINT VENTURES </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Subsidiaries and Consolidated Joint Ventures </U></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">


<TR>
<TD WIDTH="51%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="47%"></TD></TR>


<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Net Lease Realty I, Inc.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN BJ&#146;s Orlando FL, LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Net Lease Funding, Inc.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Gator Pearson, LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">National Retail Properties Trust</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN Brokerage Services, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">National Retail Properties, LP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN Equity Ventures Harrison Crossing, Inc.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN GP Corp.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN Harrison Crossing, L.P.</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">NNN TRS, Inc.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN Retail FF Mabank LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Orange Avenue Mortgage Investments, Inc.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN PBY LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CNL Commercial Mortgage Funding, Inc.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN CA Auto Svc LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH I, LLC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN TRU Gastonia LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH II, LLC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN &#150; NatGro LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH III, LLC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN &#150; NT Spartanburg LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH IV, LLC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">NNN Athletic I LLC</TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH V, LLC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">CCMH VI, LLC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Significant Subsidiaries </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">National Retail Properties, LP </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Joint Ventures
</U></B></P> <P STYLE="margin-top:6pt; 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="center">EXHIBIT A </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[FORMS OF OPINION OF ISSUER&#146;S COUNSEL] </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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</SEC-DOCUMENT>
