EX 1.1 - Equity Offering Sales Agreement

Exhibit 1.1

Sila Realty Trust, Inc.

Common Stock

($0.01 par value)

ATM EQUITY OFFERING SALES AGREEMENT

August 12, 2025

BofA Securities, Inc.

Wells Fargo Securities, LLC

Truist Securities, Inc.

BMO Capital Markets Corp.

Huntington Securities, Inc.

Citigroup Global Markets Inc.

Janney Montgomery Scott LLC

As Agents and/or Forward Sellers

Bank of America, N.A.

Wells Fargo Bank, National Association

Truist Bank

Bank of Montreal

Huntington Securities, Inc.

Citibank, N.A.

As Forward Purchasers

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Sila Realty Trust, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and

conditions stated herein, to issue and sell from time to time to or through BofA Securities, Inc., Wells Fargo

Securities, LLC, Truist Securities, Inc., BMO Capital Markets Corp., Huntington Securities, Inc., Citigroup Global

Markets Inc. and Janney Montgomery Scott LLC, as sales agents, principals and/or (except in the case of Janney

Montgomery Scott LLC) forward sellers (in any such capacity, each an “Agent”, and collectively, the “Agents”) and

Bank of America, N.A., Wells Fargo Bank, National Association, Truist Bank, Bank of Montreal, Huntington

Securities, Inc. and Citibank, N.A., each as forward purchaser (in such capacity, each a “Forward Purchaser” and,

collectively, the “Forward Purchasers”), shares (the “Shares”) of the Company’s common stock, $0.01 par value (the

“Common Stock”), having an aggregate gross sales price not to exceed $250,000,000, on the terms set forth in this

ATM Equity Offering Sales Agreement. For purposes of clarity, it is understood and agreed by the parties hereto

that, if Shares (as defined below) are offered or sold through any Agent acting as forward seller for the applicable

Forward Purchaser, then such Agent, as forward seller, shall be acting as sales agent for such Forward Purchaser

with respect to the offering and sale of such Shares, and, except in cases where this Agreement (as defined below)

expressly refers to an Agent acting as sales agent for the Company or unless otherwise expressly stated or the

context otherwise requires, references in this Agreement to any Agent acting as sales agent shall also be deemed to

apply to such Agent when acting as forward seller, mutatis mutandis; provided that Janney Montgomery Scott LLC

is not acting as forward seller.

The Company agrees that whenever it determines to sell Shares directly to an Agent or Agents as

principal(s) it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the

form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this

Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity

Offering Sales Agreement and any applicable Terms Agreement.

The Company and Sila Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating

Partnership”) agree that whenever the Company determines to enter into one or more forward stock purchase

transactions with any of the Forward Purchasers, the Company and any of the applicable Forward Purchasers will

enter into a Supplemental Confirmation (each, a “Supplemental Confirmation”), as contemplated by an executed

Master Confirmation with the relevant Forward Purchaser, in substantially the form of Annex II hereto, with such

changes as the parties thereto may agree (the “Master Confirmation”, together with such Supplemental

Confirmation, any additional supplement thereto and the Agreement (as defined in the Master Confirmation) and

any other incorporated documents, the “Confirmation”), relating to such sale in accordance with Section 2 hereof.

Under each Confirmation, the Company will, on the terms and subject to the conditions set forth in such

Confirmation and in this Agreement, deliver to the applicable Forward Purchaser, or an affiliate thereof (including

any Agent affiliated with such Forward Purchaser), up to the maximum number of shares of Common Stock as may

be sold in accordance with this Agreement in connection with such Confirmation. In connection with any

Confirmation entered into as contemplated by this Agreement, it is contemplated that the applicable Forward

Purchaser will attempt to borrow and then offer, through its related Agent, acting as forward seller and sales agent

on behalf of such Forward Purchaser, the applicable Shares for sale on the terms and subject to the conditions set

forth in this Agreement.

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an

“automatic shelf registration statement,” as defined under Rule 405 (“Rule 405”) under the Securities Act of 1933,

as amended (the “1933 Act”) on Form S-3 (File No. 333-289529), covering the public offering and sale of certain

securities of the Company, including the Shares, under the 1933 Act and the rules and regulations promulgated

thereunder (the “1933 Act Regulations”), which automatic shelf registration statement became effective under Rule

462(e) of the 1933 Act Regulations (“Rule 462(e)”). The “Registration Statement”, as of any time, means such

registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and

any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at

such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part

thereof as of such time pursuant to Rule 430B of the 1933 Act Regulations (“Rule 430B”); provided, however, that

the term “Registration Statement” without reference to a time means such registration statement as amended by any

post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be

considered the “new effective date” of the Registration Statement with respect to the Shares within the meaning of

paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”), including the exhibits and schedules thereto at such time, the

documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form

S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule

430B. The base prospectus filed as part of such automatic shelf registration statement, as amended in the form in

which it has been filed most recently with the Commission in accordance with Section 3(b) or 3(c) hereof, including

the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the

1933 Act, is referred to herein as the “Base Prospectus”. Promptly after execution and delivery of this Agreement,

the Company will prepare and file a prospectus supplement relating to the Shares in accordance with the provisions

of Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Such final prospectus supplement, as amended by the

prospectus supplement filed most recently with the Commission in accordance with Section 3(b), 3(c) or 3(n) hereof,

as the case may be, including the documents incorporated or deemed to be incorporated by reference therein

pursuant to Item 12 of Form S-3 under the 1933 Act, is referred to herein as the “Prospectus Supplement.” The Base

Prospectus, as amended by the Prospectus Supplement and any applicable pricing supplement thereto, in the form

the Base Prospectus, the Prospectus Supplement and any such pricing supplement are first furnished to the Agents

for use in connection with the offering and sale of Shares, are collectively referred to herein as the “Prospectus.” For

purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus 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 (or any successor system) (“EDGAR”).

As used in this Agreement:

“Applicable Time” means, with respect to any offer and sale of Shares, the time immediately prior to the

first contract of sale for such Shares, or such other time as agreed by the Company and the applicable Agents.

“General Disclosure Package” means each Issuer General Use Free Writing Prospectus, if any, issued prior

to the Applicable Time, the most recent Prospectus filed with the Commission in accordance with Section 3(b), 3(c)

or 3(n) hereof that is distributed to investors prior to the Applicable Time and the number of Shares and the initial

offering price per Share, all considered together.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the

1933 Act Regulations (“Rule 433”), including, without limitation, any “free writing prospectus” (as defined in Rule

405) relating to the Shares that is (i) required to be filed with the Commission by the Company, (ii) a “road show

that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with

the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a

description of the Shares or of the offering thereof that does not reflect the final terms, in each case in the form filed

or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s

records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus approved by the

Agents and the Forward Purchasers or, in the case of a specific offer and sale of Shares, the applicable Agents and

the Forward Purchasers pursuant to Section 3(l) hereof that is furnished to the Agents or such Agents, as the case

may be, for general distribution to investors, as evidenced by communications between the Company and the Agents

and the Forward Purchasers or such Agents, as the case may be.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an

Issuer General Use Free Writing Prospectus.

All references in this Agreement to financial statements and schedules and other information which is

“contained,” “included,” “made,” “stated” or “referred to” (or other references of like import) in the Registration

Statement, any preliminary prospectus or the Prospectus shall be deemed to include all such financial statements and

schedules and other information incorporated or deemed incorporated by reference in the Registration Statement,

any preliminary prospectus or the Prospectus, as the case may be, prior to the Applicable Time relating to the

particular Shares; and all references in this Agreement to amendments or supplements to the Registration Statement,

any preliminary prospectus or the Prospectus shall be deemed to include the filing of any document under the

Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated

thereunder (the “1934 Act Regulations”) incorporated or deemed to be incorporated by reference in the Registration

Statement, such preliminary prospectus or the Prospectus, as the case may be, at or after the Applicable Time

relating to the particular Shares.

Section 1.Representations and Warranties. The Company and the Operating Partnership, jointly and

severally, represent and warrant to the Agents and the Forward Purchasers at the date of this Agreement, and on

each Registration Statement Amendment Date (as defined in Section 3(o) hereof), each Company Periodic Report

Date (as defined in Section 3(n) hereof), each Company Earnings Report Date (as defined in Section 3(o) hereof),

each Request Date (as defined in Section 3(o) hereof), each Applicable Time and each Settlement Date (as defined

in Section 2(h) hereof) (collectively, a “Representation Date”), and agree with the Agents and the Forward

Purchasers, as follows:

(i)Compliance of the Registration Statement, the Prospectus and Incorporated Documents.

The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement

is an automatic shelf registration statement under Rule 405 and the Shares have been and remain eligible

for registration by the Company on such automatic shelf registration statement. Each of the Registration

Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop

order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto

has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration

Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the 1933 Act Regulations

(“Rule 401(g)(2)”) has been received by the Company, no order preventing or suspending the use of any

preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no

proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge,

contemplated. The Company has complied with each request (if any) from the Commission for additional

information.

Each of the Registration Statement and any post-effective amendment thereto, at the time of its

effectiveness and as of each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2),

complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each

of any preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time it

was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and

the 1933 Act Regulations and is identical to the electronically transmitted copy thereof filed with the

Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

The documents incorporated or deemed to be incorporated by reference in the Registration

Statement, any preliminary prospectus and the Prospectus, when they became effective or at the time they

were or hereafter are filed with the Commission, complied and will comply in all material respects with the

requirements of the 1934 Act and the 1934 Act Regulations.

(ii)Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at

its effective time or at any Settlement Date, contained, contains or will contain an untrue statement of a

material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary

to make the statements therein not misleading. At each Applicable Time, neither (A) the General Disclosure

Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with

the General Disclosure Package, included, includes or will include an untrue statement of a material fact or

omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the

light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any

amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of

any filing with the Commission pursuant to Rule 424(b) or at any Settlement Date, included, includes or

will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading. The documents incorporated or deemed to be incorporated by reference in the

Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration

Statement became effective or when such documents incorporated by reference were or hereafter are filed

with the Commission, as the case may be, when read together with the other information in the Registration

Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will

not include an untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading; provided, however, that the

representations and warranties in this Section 1(ii) shall not apply to any statements or omissions made in

reliance upon and in conformity with the Agent Information (as defined in Section 6(b) of this Agreement).

(iii)Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will

conflict with the information contained in the Registration Statement, any preliminary prospectus or the

Prospectus or any amendment or supplement thereto, including any document incorporated by reference

therein, that has not been superseded or modified. Any offer that is a written communication relating to the

Shares made prior to the initial filing of the Registration Statement by the Company or any person acting on

its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has

been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act

Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including, without

limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933

Act provided by Rule 163.

(iv)Well-Known Seasoned Issuer. (A) At the original effectiveness of the Registration

Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with

Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated

report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the

Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made

any offer relating to the Shares in reliance on the exemption of Rule 163, (D) at the date of this ATM

Equity Offering Sales Agreement and any Terms Agreement, and (E) at each Applicable Time, the

Company was and is a “well-known seasoned issuer,” as defined in Rule 405.

(v)Company Not Ineligible Issuer. (A) At the time of filing the Registration Statement and

any post-effective amendment thereto, (B) at the earliest time thereafter that the Company or another

offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act

Regulations) of the Shares, (C) at the date of this ATM Equity Offering Sales Agreement and any Terms

Agreement and (D) at each Applicable Time, 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.

(vi)Independent Accountants. The accountants who have certified the financial statements

and supporting schedules included in the Registration Statement, the General Disclosure Package and the

Prospectus are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the

1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight Board, in the case of

the Company, and Rule 101 of AICPA’s Code of Professional Conduct and its interpretations and rulings in

the case of any business or property for which financial statements are so included for purposes of

complying with Rule 3.05 and 3.14 of Regulation S-X of the 1933 Act Regulations.

(vii)Financial Statements; Non-GAAP Financial Measures. The financial statements of the

Company included or incorporated by reference in the Registration Statement, the General Disclosure

Package and the Prospectus, together with the related schedules and notes, present fairly, in all material

respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and

the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated

subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods

specified. The financial statements of the businesses or properties acquired or proposed to be acquired, if

any, included in the Registration Statement, the General Disclosure Package and the Prospectus present

fairly, in all material respects, the information set forth therein, have been prepared in conformity with

GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of

businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in

the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The supporting

schedules, if any, present fairly in accordance with GAAP the information required to be stated therein.

Any pro forma financial statements and the related notes thereto included in the Registration Statement, the

General Disclosure Package and the Prospectus present fairly the information shown therein, have been

prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial

statements and have been properly compiled on the bases described therein, and the assumptions used in

the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the

transactions and circumstances referred to therein. Except as included in the Registration Statement, the

General Disclosure Package and the Prospectus, no historical or pro forma financial statements or

supporting schedules are required to be included in the Registration Statement, any preliminary prospectus

or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the

Registration Statement, the General Disclosure Package or the Prospectus, if any, regarding “non-GAAP

financial measures” (as such term is defined by the rules and regulations of the Commission) comply with

Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the extent

applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in

the Registration Statement, the General Disclosure Package and the Prospectus fairly presents, in all

material respects, the required information and has been prepared in accordance with the Commission’s

rules and guidelines applicable thereto.

(viii)No Material Adverse Change. Except as stated in the Registration Statement, the General

Disclosure Package and the Prospectus, since the respective dates as of which information is given in the

Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material

adverse change in the condition, financial or otherwise, or in the earnings, properties, business affairs or

business prospects of the Company, the Operating Partnership and their respective subsidiaries considered

as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Change”),

(B) there have been no transactions entered into by the Company, the Operating Partnership or any of their

respective subsidiaries, other than those in the ordinary course of business, which are material with respect

to the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise,

and (C) except for regular quarterly dividends on the Common Stock in amounts per share that are

consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made

by the Company on any class or series of its capital stock.

(ix)Good Standing of the Company. The Company (A) has been duly incorporated and is

validly existing as a corporation in good standing under the laws of the State of Maryland and has all

requisite power and authority to own, lease and operate its properties and to conduct its business as

described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter

into and perform its obligations under, and to consummate the transactions contemplated in, this Agreement

and (B) is duly qualified as a foreign corporation to transact business and is in good standing in each

jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of

property or the conduct of business, except, in each case, where the failure to so qualify or to be in good

standing would not, singly or in the aggregate, result in a material adverse effect in (x) the condition,

financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Company,

the Operating Partnership and their respective subsidiaries considered as one enterprise, whether or not

arising in the ordinary course of business, or (y) the ability of the Company to enter into and perform any of

its obligations under, or to consummate any of the transactions contemplated in, this Agreement

(collectively, a “Material Adverse Effect”).

(x)Good Standing of the Operating Partnership. The Operating Partnership (A) has been

duly organized and is validly existing as a limited partnership in good standing under the laws of the State

of Delaware and has all requisite power and authority to own, lease and operate its properties and to

conduct its business as described in the Registration Statement, the General Disclosure Package and the

Prospectus and to enter into and perform its obligations under, and to consummate the transactions

contemplated in, this Agreement and (B) Operating Partnership is duly qualified as a foreign corporation to

transact business and is in good standing in each jurisdiction in which such qualification is required,

whether by reason of the ownership or leasing of property or the conduct of business, except, in each case,

where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a

Material Adverse Effect.

(xi)Authority of the General Partner. The Company, as general partner of the Operating

Partnership (the “General Partner”), has the power and authority, as the sole general partner of the

Operating Partnership, to cause the Operating Partnership to enter into and perform the Operating

Partnership’s obligations under this Agreement. The Company is the sole member of the General Partner.

(xii)Agreement of Limited Partnership. The Agreement of Limited Partnership of the

Operating Partnership has been duly authorized by the Company as the General Partner and is a valid and

binding agreement of the Company and the Operating Partnership, enforceable against each of the

Company and the Operating Partnership in accordance with its terms, except to the extent that such

enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,

moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and

subject, as to enforceability, to general principles of equity, and, with respect to equitable relief, the

discretion of the court before which any proceeding therefor may be brought (regardless of whether

enforcement is sought in a proceeding at law or in equity), and, with respect to rights to indemnity and

contribution thereunder, except as rights may be limited by applicable law or policies underlying such law.

(xiii)Good Standing of Subsidiaries. Each significant subsidiary (as the term is defined in

Rule 1-02 of Regulation S-X) of the Company (other than the Operating Partnership) has been duly

organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or

organization, has all requisite power and authority to own, lease and operate its properties and to conduct its

business as described in the Registration Statement, the General Disclosure Package and the Prospectus and

is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification

is required, whether by reason of the ownership or leasing of property or the conduct of business, except

where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a

Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package

and the Prospectus, all of the outstanding shares of capital stock of or other equity interests in each

significant subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and

are owned by the Company, directly or through other subsidiaries of the Company, free and clear of any

security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of

capital stock of or other equity interests in any significant subsidiary were issued in violation of the

preemptive or similar rights of any securityholder of such significant subsidiary or any other person or

entity.

(xiv)Capitalization; Listing of Common Stock.   The Company has an authorized

capitalization as described in the Prospectus and all of the issued shares of capital stock of the Company

have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all

material respects to the description of the Shares contained in the General Disclosure Package and the

Prospectus; and all of the issued shares of capital stock or other equity interests of each subsidiary of the

Company have been duly and validly authorized and issued, are fully paid and non-assessable and are

owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims,

except for such liens or encumbrances described in the General Disclosure Package and the Prospectus.

(xv)Authorization of this Agreement and Confirmations. This Agreement has been duly

authorized, executed and delivered by the Company and the Operating Partnership. Each Confirmation has

been duly authorized and, when executed and delivered by the Company, will constitute a valid and binding

obligation of the Company, enforceable in accordance with its terms.

(xvi)Authorization and Description of Shares. The Shares have been duly authorized for

issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the

Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will

be validly issued, fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive

or other similar rights of any securityholder of the Company or any other person or entity. The Common

Stock conforms to all statements relating thereto contained in the Registration Statement, the General

Disclosure Package and the Prospectus and such statements conform to the rights set forth in the

instruments defining the same. No holder of Shares will be subject to personal liability by reason of being

such a holder. Any shares of Common Stock to be delivered by the Company pursuant to any Confirmation

(the “Confirmation Shares”) will have been duly authorized for issuance and sale to the applicable Forward

Purchaser or any of its affiliates pursuant to such Confirmation and, when issued and delivered by the

Company in accordance with such Confirmation upon payment of any consideration required by such

Confirmation, will be validly issued, fully paid and non-assessable, and the issuance of such Confirmation

Shares will not be subject to any preemptive or similar rights. The issuance, sale and/or delivery by the

Company of Confirmation Shares to the applicable Forward Purchaser or any of its affiliates pursuant to the

terms of any Confirmation in accordance with the terms thereof and the delivery by such Forward

Purchaser or any of its affiliates of such Confirmation Shares to close out open borrowings of Common

Stock created in the course of the hedging activities by such Forward Purchaser or any of its affiliates

relating to such Forward Purchaser’s exposure under such Confirmation do not and will not require

registration under the 1933 Act.

(xvii)OP Units. Except as disclosed in the General Disclosure Package and the Prospectus, (i)

no common limited partnership units (the “OP Units”) of the Operating Partnership are reserved for any

purpose, (ii) there are no outstanding securities convertible into or exchangeable for any OP Units, and (iii)

there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for

OP Units or any other securities of the Operating Partnership.

(xviii)Registration Rights. There are no persons with registration rights or other similar rights to

have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale

or sold by the Company under the 1933 Act pursuant to this Agreement, other than those rights that have

been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and have

been waived.

(xix)Absence of Violations, Defaults and Conflicts. Neither the Company, the Operating

Partnership nor any of their respective subsidiaries are (A) in violation of its charter, by-laws or similar

organizational document, (B) in default in the performance or observance of any obligation, agreement,

covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit

agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership

or any of their respective subsidiaries are a party or by which it or any of them may be bound or to which

any of the properties, assets or operations of the Company, the Operating Partnership or any of their

respective subsidiaries are subject (collectively, “Agreements and Instruments”), except for such defaults

that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any

law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body,

regulatory body, administrative agency or other authority, body or agency having jurisdiction over the

Company, the Operating Partnership or any of their respective subsidiaries or any of their respective

properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not,

singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of

this Agreement and any Confirmation and the consummation of the transactions contemplated herein,

therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the

issuance, sale and delivery of the Shares and any Confirmation Shares and the use of the proceeds from the

sale thereof as described therein under the caption “Use of Proceeds”) and compliance by the Company and

the Operating Partnership with their obligations hereunder have been duly authorized by all requisite action

and do not and will not, whether with or without the giving of notice or passage of time or both, conflict

with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the

creation or imposition of any lien, charge or encumbrance upon any properties, assets or operations of the

Company, the Operating Partnership or any of their respective subsidiaries pursuant to, the Agreements and

Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or

encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such

action result in any violation of the provisions of the charter, by-laws or similar organizational documents

of the Company, the Operating Partnership or any of their respective subsidiaries or any law, statute, rule,

regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment

Event” means any event or condition which gives the holder of any note, debenture or other financing

instrument (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or

repayment of all or a portion of the related financing by the Company, the Operating Partnership or any of

their respective subsidiaries.

(xx)Absence of Labor Disputes. No labor dispute with the employees of the Company, the

Operating Partnership or any of their respective subsidiaries exists or, to the knowledge of the Company or

the Operating Partnership, is imminent, and neither the Company nor the Operating Partnership is aware of

any existing or imminent labor disturbance by the employees of any of its or any of its subsidiaries’

principal suppliers, manufacturers, customers or contractors, which could, singly or in the aggregate, result

in a Material Adverse Effect.

(xxi)Absence of Proceedings. Except as disclosed in the Registration Statement, the General

Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before

or brought by any Governmental Entity now pending, or, to the knowledge of the Company or the

Operating Partnership, threatened, against or affecting the Company, the Operating Partnership or any of

their respective subsidiaries, which could, singly or in the aggregate, result in a Material Adverse Effect.

The aggregate of all pending legal or governmental proceedings to which the Company, the Operating

Partnership or any of their respective subsidiaries are a party or of which any of their respective properties,

assets or operations are the subject which are not described in the Registration Statement, the General

Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business,

would not, singly or in the aggregate, result in a Material Adverse Effect.

(xxii)Employee Benefit Plan. Each employee benefit plan, within the meaning of Section 3(3)

of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company

or any member of its “Controlled Group” (defined as any organization which is a member of a controlled

group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as

amended (the “Code”)) would have any liability has been maintained in compliance with its terms and the

requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA

and the Code, except for such noncompliance, as would not, individually or in the aggregate, have a

Material Adverse Effect.

(xxiii)Accuracy of Exhibits. There are no contracts or documents which are required to be

described in the Registration Statement, any preliminary prospectus or the Prospectus or to be filed as

exhibits to the Registration Statement which have not been so described and/or filed as required.

(xxiv)Absence of Further Requirements. No filing with, or authorization, approval, consent,

license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for

the Company’s or the Operating Partnership’s due authorization, execution and delivery of, or performance

of its obligations under, this Agreement, any Confirmation or for the offering, issuance, sale or delivery of

Shares or Confirmation Shares or the consummation of the transactions contemplated by this Agreement or

any Confirmation, except such as have been already obtained or as may be required under the 1933 Act, the

1933 Act Regulations, the rules of the NYSE, the securities laws of any state or non-U.S. jurisdiction or the

rules of Financial Industry Regulatory Authority, Inc. (“FINRA”).

(xxv)Possession of Licenses and Permits. The Company, the Operating Partnership and their

respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations

(collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to

conduct the business now operated by them, except where the failure so to possess would not, singly or in

the aggregate, result in a Material Adverse Effect. The Company, the Operating Partnership and their

respective subsidiaries are in compliance with the terms and conditions of all Governmental Licenses,

except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse

Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity

of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect

would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company, the

Operating Partnership nor any of their respective subsidiaries has received any notice of proceedings

relating to the revocation or modification of any Governmental Licenses which, if the subject of an

unfavorable decision, ruling or finding, could, singly or in the aggregate, result in a Material Adverse

Effect.

(xxvi)Title to Property. The Company, the Operating Partnership and their respective

subsidiaries have good and marketable title to all real property owned by them and good title to all other

properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests,

claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration

Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate,

materially affect the value of such property and do not materially interfere with the use made and proposed

to be made of such property by the Company, the Operating Partnership or any of their respective

subsidiaries. All of the leases and subleases material to the business of the Company, the Operating

Partnership and their respective subsidiaries, considered as one enterprise, and under which the Company,

the Operating Partnership or any of their respective subsidiaries holds properties described in the

Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and

neither the Company, the Operating Partnership nor any such subsidiary has any notice of any material

claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases

mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased

premises under any such lease or sublease.

(xxvii)Compliance with Property Laws. Except as would not, individually or in the aggregate,

have a Material Adverse Effect, neither the Company, the Operating Partnership nor any of their respective

subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning any

property; except as disclosed in the Registration Statement, the General Disclosure Package and the

Prospectus, each of the properties (i) complies with all applicable zoning laws, ordinances, regulations and

deed restrictions or other covenants, and (ii) has water, stormwater, sanitary sewer, electricity and

telephone service available over duly dedicated streets or perpetual easements of record benefiting the

applicable property, except where the failure to comply or unavailability would not, individually or in the

aggregate, have a Material Adverse Effect; neither the Company, the Operating Partnership nor any of their

respective subsidiaries has received from any governmental authority any written notice of any

condemnation of or zoning change, and neither the Company, the Operating Partnership nor any of their

subsidiaries has received written notice of any such threatened condemnation or zoning change, that, in

either case, if consummated, would, individually or in the aggregate, have a Material Adverse Effect.

(xxviii)No Default Under Leases. Except as disclosed in the Registration Statement, the General

Disclosure Package or the Prospectus, the Company, the Operating Partnership or one of their respective

subsidiaries holds the lessor’s interest under the leases with any tenants occupying each property

(collectively, the “Leases”); except as would not, individually or in the aggregate, have a Material Adverse

Effect, (i) neither the Company, the Operating Partnership nor any of their respective subsidiaries, nor, to

the knowledge of either the Company or the Operating Partnership, any other party to any Lease, is in

breach or default of any such Lease; (ii) to the knowledge of the Company and the Operating Partnership,

no event has occurred or has been threatened in writing, that, with or without the passage of time or the

giving of notice, or both, would, individually or in the aggregate, constitute an event of default under any

Lease or would permit the termination, modification or acceleration under such Lease; and (iii) neither the

Company, the Operating Partnership nor any of their respective subsidiaries has sent, received or otherwise

become aware of any communication regarding termination of, or intent not to renew any of the Leases

with any of the top 10 tenants (based on contractual base rent for the most recent fiscal quarter ended) of

the Company, and no such termination or non-renewal has been threatened by the Company, the Operating

Partnership or any of their respective subsidiaries or, to the knowledge of the Company or the Operating

Partnership, any other party to any such Leases.

(xxix)Mortgages. Except as disclosed in the Registration Statement, the General Disclosure

Package and the Prospectus, no mortgages encumbering the properties are or will be: (i) convertible (in the

absence of foreclosure) into an equity interest in the entity owning such property or in the Company, the

Operating Partnership or any of their respective subsidiaries; (ii) cross-defaulted to any indebtedness other

than indebtedness of the Company, the Operating Partnership or any of their respective subsidiaries; or (iii)

cross-collateralized to any property or assets not owned directly or indirectly by the Company, the

Operating Partnership or any of their respective subsidiaries.

(xxx)Possession of Intellectual Property. The Company, the Operating Partnership and their

respective subsidiaries own or possess, or have the right to use through a valid and enforceable license,

adequate rights in all intellectual property, including, without limitation, patents, patent rights, licenses,

inventions, copyrights, know how, trade secrets and other unpatented and/or unpatentable proprietary or

confidential information, systems or procedures, trademarks, service marks, trade names or other

intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated

by them, and neither the Company, the Operating Partnership nor any of their respective subsidiaries have

received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others

with respect to any Intellectual Property or of any facts or circumstances which would render any

Intellectual Property invalid or inadequate to carry on the business as currently conducted, except as to

which invalidity or inadequacy would not, singly or in the aggregate, result in a Material Adverse Effect.

(xxxi)Environmental Laws. Except as described in the Registration Statement, the General

Disclosure Package and the Prospectus, or except as would not, singly or in the aggregate, result in a

Material Adverse Effect, (A) neither the Company, the Operating Partnership nor any of their respective

subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance,

code, policy or rule of common law or any judicial or legally binding administrative interpretation thereof,

including any judicial or administrative order, consent, decree or judgment, relating to pollution or

protection of human health, the environment (including, without limitation, ambient air, surface water,

groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and

regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic

substances, hazardous substances, petroleum or petroleum products, or asbestos-containing materials or

mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B)

the Company, the Operating Partnership and their respective subsidiaries have all permits, authorizations

and approvals required under any applicable Environmental Laws and are each in compliance with their

requirements, (C) to the Company’s knowledge, there are no pending or threatened administrative,

regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or

violation, investigations or proceedings relating to any Environmental Law against the Company, the

Operating Partnership or any of their respective subsidiaries and (D) to the Company’s knowledge, there

are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up

or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or

affecting the Company, the Operating Partnership or their respective subsidiaries relating to Hazardous

Materials or any Environmental Laws.

(xxxii)No Undisclosed Relationships. No relationship, direct or indirect, exists between or

among the Company, the Operating Partnership or any of their respective subsidiaries, on the one hand, and

the directors, officers, stockholders, or other affiliates of the Company, the Operating Partnership or any of

their respective subsidiaries, on the other, that is required by the 1933 Act or the 1933 Act Regulations to

be described in each of the Registration Statement, the General Disclosure Package and the Prospectus and

that is not so described therein.

(xxxiii)Accounting Controls and Disclosure Controls. The Company, the Operating Partnership

and the significant subsidiaries maintain a system of internal accounting controls sufficient to provide

reasonable assurances that: (A) transactions are executed in accordance with management’s general or

specific authorization; (B) transactions are recorded as necessary to permit preparation of financial

statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is

permitted only in accordance with management’s general or specific authorization; (D) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action

is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting

Language incorporated by reference in the Registration Statement, the General Disclosure Package and the

Prospectus fairly presents the required information in all material respects and is prepared in accordance

with the Commission’s rules and guidelines applicable thereto. Except as described in the Registration

Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent

audited fiscal year, there has been (1) no material weakness in the Company’s internal control over

financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over

financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting. The Company, the Operating Partnership and each of their

subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15

and Rule 15d-15 of the 1934 Act Regulations) that are designed to ensure that the information required to

be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded,

processed, summarized and reported, within the time periods specified in the Commission’s rules and

forms, and is accumulated and communicated to the Company’s management, including its principal

executive officer or officers and principal financial officer or officers, as appropriate, to allow timely

decisions regarding disclosure.

(xxxiv)Compliance with the Sarbanes-Oxley Act. The Company has taken all necessary actions

to ensure that it is and will be in compliance in all material respects with all applicable provisions of the

Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the

provisions thereof that are then in effect.

(xxxv)Payment of Taxes. All United States federal income tax returns of the Company, the

Operating Partnership and their respective subsidiaries required by law to be filed have been filed and all

taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except

assessments against which appeals have been or will be promptly taken and as to which adequate reserves

have been provided. The United States federal income tax returns of the Company, the Operating

Partnership and their respective subsidiaries through the fiscal year ended December 31, 2024 have been

settled and no assessment in connection therewith has been made against the Company, the Operating

Partnership or any of their respective subsidiaries. The Company, the Operating Partnership and their

respective subsidiaries have filed all other tax returns that are required to have been filed by them pursuant

to applicable foreign, state, local or other law except insofar as the failure to file such returns would not,

singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes due pursuant to such

returns or pursuant to any assessment received by the Company, the Operating Partnership or any of their

respective subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which

adequate reserves have been established by the Company. The charges, accruals and reserves on the books

of the Company in respect of any income and corporation tax liability for any years not finally determined

are adequate to meet any assessments or re-assessments for additional income tax for any years not finally

determined, except to the extent of any inadequacy that would not, singly or in the aggregate, result in a

Material Adverse Effect.

(xxxvi)Insurance. Each of the Company, the Operating Partnership and their respective

subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers,

in such amounts and covering such risks as is generally maintained by companies of established repute

engaged in the same or similar business and all such insurance is in full force and effect. Each of the

Company and the Operating Partnership has no reason to believe that it or any of their respective

subsidiaries will not be able (A) to renew, if desired, its existing insurance coverage as and when such

policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or

appropriate to conduct its business as now conducted and at a cost that would not, singly or in the

aggregate, result in a Material Adverse Effect.

(xxxvii)Investment Company Act. Neither the Company nor the Operating Partnership is

required, and upon the issuance and sale of the Shares and any Confirmation Shares as contemplated herein

and the application of the net proceeds therefrom as described in the Registration Statement, the General

Disclosure Package and the Prospectus will not be required, to register as an “investment company” under

the Investment Company Act of 1940, as amended.

(xxxviii)REIT Status. The Company has made a timely election to be subject to tax as a real estate

investment trust (“REIT”) pursuant to Sections 856 through 860 of the Code, for its taxable year ended

December 31, 2014. Commencing with its taxable year ended December 31, 2014, the Company has been

organized and has operated in conformity with the requirements for qualification and taxation as a REIT

under the Code, and the Company’s current organization and its proposed method of tax operation does and

will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the

Company’s organization and proposed method of operation (inasmuch as they relate to the Company’s

qualification and taxation as a REIT) set forth in the Registration Statement, the Prospectus and the General

Disclosure Package or any amendment or supplement thereto are accurate summaries of the legal or tax

matters described therein in all material respects.

(xxxix)Absence of Manipulation. Neither the Company, the Operating Partnership nor any

affiliate of the Company or the Operating Partnership has taken, nor will the Company, the Operating

Partnership or any such affiliate take, directly or indirectly, any action which is designed, or would be

expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any

security of the Company to facilitate the sale or resale of any Shares or to result in a violation of Regulation

M under the 1934 Act.

(xl)Foreign Corrupt Practices Act. None of the Company, the Operating Partnership, any of

their respective subsidiaries or, to the knowledge of the Company or the Operating Partnership, any

director, officer, agent, employee, affiliate or other person acting on behalf of the Company, the Operating

Partnership or any of their respective subsidiaries is aware of or has taken any action, directly or indirectly,

that would result in a violation by such persons of either (A) the Foreign Corrupt Practices Act of 1977, as

amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use

of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer,

payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to

give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in

the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in

contravention of the FCPA or (B) the U.K. Bribery Act 2010 (the “Bribery Act”), and the Company, the

Operating Partnership, their respective subsidiaries and, to the knowledge of the Company and the

Operating Partnership, its other affiliates have conducted their businesses in compliance with the FCPA and

the Bribery Act and have instituted and maintain policies and procedures reasonably designed to promote

compliance therewith.

(xli)Money Laundering Laws. The operations of the Company, the Operating Partnership and

their respective subsidiaries are and have been conducted at all times in compliance with applicable

financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company,

the Operating Partnership or their respective subsidiaries conduct business, the rules and regulations

thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by

any Governmental Entity (collectively, the “Money Laundering Laws”). No action, suit or proceeding by or

before any Governmental Entity involving the Company, the Operating Partnership or any of their

respective subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the

Company or the Operating Partnership, threatened.

(xlii)OFAC. None of the Company, the Operating Partnership, any of their respective

subsidiaries or, to the knowledge of the Company or the Operating Partnership, any director, officer, agent,

employee, affiliate or other person acting on behalf of the Company, the Operating Partnership or any of

their respective subsidiaries is (A) an individual or entity (“Person”) currently the subject or target of any

sanctions administered or enforced by the United States Government, including, without limitation, the

U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council,

the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,

“Sanctions”), or (B) located, organized or resident in a country or territory that is the subject of Sanctions

(as of the date hereof, include, but are not limited to, Cuba, Iran, North Korea and the Crimea, Donetsk, and

Luhansk regions of Ukraine). The Company and the Operating Partnership will not, directly or indirectly,

use the proceeds of the sale of the Shares or any Confirmation Shares, or lend, contribute or otherwise

make available such proceeds to any of their respective subsidiaries, joint venture partners or other Persons,

to fund any activities of or business with any Person, or in any country or territory, that, at the time of such

funding, is the subject of Sanctions, unless otherwise permissible by applicable Sanctions, or in any other

manner that will result in a violation by any Person (including any Person participating in the transaction,

whether as underwriter, advisor, investor or otherwise) of Sanctions.

(xliii)No Prohibition on Distributions. Except pursuant to the terms of the indebtedness

described in or contemplated by the Registration Statement, the General Disclosure Package and the

Prospectus, (i) the Company is not prohibited, directly or indirectly, from making any distributions to its

stockholders, (ii) the Operating Partnership is not prohibited, directly or indirectly, from paying any

distributions to the Company to the extent permitted by applicable law, from making any other distribution

on the Operating Partnership’s partnership interests, or from repaying the Company for any loans or

advances made by the Company to the Operating Partnership, and (iii) no other subsidiary of either the

Company or the Operating Partnership is currently prohibited from paying any dividends or distributions

directly or indirectly to the Company or the Operating Partnership, from making any other distribution on

such subsidiary’s capital stock or other equity interests, from repaying, directly or indirectly, to the

Company or the Operating Partnership any loans or advances to such subsidiary from the Company or from

transferring any of such subsidiary’s property or assets directly or indirectly to the Company, the Operating

Partnership or any other subsidiary of the Company or the Operating Partnership.

(xliv)No Commissions. Neither the Company, the Operating Partnership nor any of their

respective subsidiaries are a party to any contract, agreement or understanding with any person (other than

as contemplated by this Agreement) that would give rise to a valid claim against the Company, the

Operating Partnership or any of their respective subsidiaries or the Agents for a brokerage commission,

finder’s fee or like payment in connection with the offering, sale and delivery of any Shares or any

Confirmation Shares.

(xlv)Statistical and Market-Related Data. Any statistical and market-related data included in

the Registration Statement, the General Disclosure Package or the Prospectus are based on or derived from

sources that the Company and the Operating Partnership believe, after reasonable inquiry, to be reliable and

accurate in all material respects, and, to the extent required, the Company has obtained the written consent

to the use of such data from such sources.

(xlvi)Actively-Traded Security. Except as contemplated in Section 2(g), the Common Stock is

an “actively-traded security” exempted from the requirements of Rule 101 of Regulation M under the 1934

Act by subsection (c)(1) of such rule.

(xlvii)Cybersecurity. Except as would not, singly or in the aggregate, result in a Material

Adverse Effect: (A) There has been no security breach or incident, unauthorized access or disclosure, or

other compromise of or relating to the Company’s, the Operating Partnership’s or their respective

subsidiaries’ information technology and computer systems, networks, hardware, software, data and

databases (including the data and information of their respective customers, employees, suppliers, vendors

and any third party data maintained, processed or stored by the Company, the Operating Partnership and

their respective subsidiaries, and, to the knowledge of the Company and the Operating Partnership, any

such data processed or stored by third parties on behalf of the Company, the Operating Partnership and

their respective subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) neither

the Company, the Operating Partnership nor their respective subsidiaries have been notified of, and have no

knowledge of any event or condition that would result in, any security breach or incident, unauthorized

access or disclosure or other compromise to their IT Systems and Data; and (C) the Company, the

Operating Partnership and their respective subsidiaries have implemented reasonable and appropriate

controls, policies, procedures, and technological safeguards to maintain and protect the integrity,

continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with

industry standards and practices, or as required by applicable regulatory standards. The Company, the

Operating Partnership and their respective subsidiaries are presently in material compliance with all

applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or

governmental or regulatory authority, internal policies and contractual obligations relating to the privacy

and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized

use, access, misappropriation or modification.

Any certificate signed by any officer or other authorized signatory of the Company or the Operating

Partnership or any of their respective subsidiaries and delivered to the Agents, the Forward Purchasers or to counsel

for the Agents and the Forward Purchasers shall be deemed a representation and warranty by the Company or the

Operating Partnership or such subsidiary, as applicable, to the Agents and the Forward Purchasers as to the matters

covered thereby.

Section 2.Sale and Delivery of Shares.

(a)Subject to the terms and conditions set forth herein, the Company agrees to (i) issue and sell

Shares through the applicable Agent acting as sales agent or directly to the applicable Agent or Agents acting as

principal(s) from time to time or (ii) enter into a Confirmation with any Forward Purchaser and, in consultation with

such Forward Purchaser and its related Agent (which shall be either the same entity as such Forward Purchaser or an

affiliate of such Forward Purchaser), instruct such Agent, acting as forward seller on behalf of such Forward

Purchaser, to offer and sell the Shares borrowed by such Forward Purchaser from third parties as contemplated by

such Confirmation. Sales of the Shares, if any, through an Agent acting as sales agent of the Company, directly to an

Agent acting as principal or as forward seller on behalf of any Forward Purchaser will be made in (1) negotiated

transactions, which may include block trades, as the Company and such Agent may agree or (2) “at the market”

offerings (as defined in Rule 415 under the 1933 Act Regulations) by means of ordinary brokers’ transactions on the

NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at

negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by

applicable law; provided, however, that, except in the case of a Non-Market Hours Block Transaction (as defined

below), such sales are only permitted to be executed between 9:30 a.m. New York City time and 4:00 p.m. New

York City time (“Market Hours”), including sales made directly on the NYSE, sales made to or through market

makers and sales made through other securities exchanges or electronic communications networks. Sales of Shares,

if any, purchased by an Agent as principal will be made as provided in the applicable Terms Agreement and the

applicable pricing supplement prepared in connection with the offering of those Shares.

(b)The Shares are to be sold to an Agent, as sales agent of the Company, or as forward seller, on any

day (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time) (each, a

“Trading Day”) on which (i) the Company has instructed such Agent, as sales agent of the Company or forward

seller, to make such sales, (ii) the Company has satisfied its covenants and conditions specified in Sections 4 and 5

hereof, (iii) the respective Agent has agreed to act as Agent with respect to such sales and (iv) if such Shares are to

be sold by such Agent as forward seller, the Company shall have entered into a Confirmation with the applicable

Forward Purchaser. During Market Hours on any Trading Day, the Company may instruct only one Agent, as sales

agent of the Company or as forward seller, to offer and sell Shares, and, if it determines to do so, shall instruct the

applicable Agent by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly

acknowledged by such Agent and any applicable Forward Purchaser) as to the maximum number of Shares to be

sold on such Trading Day and the minimum price per Share at which such Shares may be sold; provided, however,

that such prohibition on the instruction of more than one Agent during Market Hours on any Trading Day shall not

apply to or prohibit the appointment of (A) the same Agent that was previously instructed on such Trading Day or

(B) a second Agent (in either case, a “Second Agent / Forward Seller”), so long as a Second Agent / Forward Seller

is only executing a block sale transaction before or after Market Hours on such Trading Day (such block sale

transaction, a “Non-Market Hours Block Transaction”). Such instruction shall also specify whether such Shares will

be borrowed by a Forward Purchaser and sold through the applicable Agent, as forward seller, in connection with

hedging a forward stock purchase transaction pursuant to a Confirmation in accordance with clause (ii) of the

paragraph above. Subject to the terms and conditions specified herein (including, without limitation, the accuracy of

the representations and warranties of the Company, the performance by the Company of its covenants and other

obligations, contained herein and the satisfaction of the additional conditions specified in Section 5 hereof), such

Agent shall use its commercially reasonable efforts, consistent with its normal trading and sales practices and

applicable law and regulations, to sell all of the Shares so designated by the Company as sales agent in accordance

with such instruction. On any Trading Day, the Company shall give at least one business day’s prior written notice

by telecopy or email to the Agents and (if applicable) Forward Purchasers as to any change of the Agent or

Forward Purchaser through whom sales of Shares will be made. For the avoidance of doubt, the foregoing limitation

shall not apply to sales solely to employees or security holders of the Company, the Operating Partnership or their

respective subsidiaries or to a trustee or other person acquiring Shares for the accounts of such persons in which any

Agent is acting for the Company in a capacity other than as Agent under this Agreement. The Company, the Agents

and Forward Purchasers each acknowledge and agree that (A) there can be no assurance that any Agent will be

successful in selling any Shares, (B) the Agents (whether acting on behalf of the Company or as forward seller on

behalf of the related Forward Purchaser) will not incur any liability or obligation to the Company if they fail to sell

Shares for any reason other than a failure to use their respective commercially reasonable efforts, consistent with its

normal trading and sales practices and applicable law and regulations, to sell such Shares as required by this

Agreement and (C) no Agent or Forward Purchaser shall incur any liability for not borrowing, offering or selling

any Shares as a result of the circumstances set forth in clause (i) or (ii) of Section 2(l).

(c)The Company or the applicable Agent through whom the sale of Shares are to be made as sales

agent or forward seller on any Trading Day may, upon notice to the other party by telephone (confirmed promptly

by telecopy or email, which confirmation will be promptly acknowledged by the receiving party), suspend the

offering of Shares with respect to which such Agent is acting as sales agent or forward seller for any reason and at

any time; provided, however, that such suspension shall not affect or impair either parties’ respective obligations

with respect to the Shares sold, or with respect to Shares that the Company has agreed to sell, hereunder prior to the

giving of such notice.

(d)The gross sales price of any Shares sold pursuant to this Agreement by the applicable Agent acting

as sales agent of the Company shall be equal to, in the discretion of such Agent but subject to the specific

instructions of the Company, the market price prevailing at the time of sale for the Shares sold by such Agent on the

NYSE or otherwise, at prices related to prevailing market prices or at negotiated prices. The compensation payable

to an Agent for sales of Shares with respect to which such Agent acts as sales agent shall be at a mutually agreed

rate, up to 2.00% of the gross sales price for such Shares. For the avoidance of doubt, the compensation payable to

such Agent acting as forward seller for sales of Shares shall be deemed paid through the agreed upon percentage

under the “Initial Forward Price” under the applicable Confirmation. The remaining proceeds, after further

deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any Governmental Entity or

self-regulatory organization in respect of such sales, shall constitute the net proceeds for such sales (the “Net

Proceeds”). The applicable Agent shall notify the Company as promptly as practicable if any deduction referenced

in the preceding sentence will be made. Notwithstanding the foregoing, in the event the Company engages an Agent

as sales agent for the sale of Shares that would constitute a “distribution” within the meaning of Rule 100 of

Regulation M under the 1934 Act, the Company and such Agent and, in the case of Shares being sold for a Forward

Purchaser, such Forward Purchaser, will agree to compensation for such Agent that is customary for such sales.

(e)If acting as sales agent hereunder, the applicable Agent shall provide written confirmation to the

Company following the close of trading on the NYSE on each Trading Day on which Shares are sold under this

Agreement setting forth the number of Shares sold on such day, the aggregate gross sales proceeds of the Shares, the

aggregate Net Proceeds to the Company or the applicable Forward Purchaser, as applicable, and the aggregate

compensation payable by the Company to such Agent with respect to such sales.

(f)Under no circumstances shall the aggregate gross sales price or number, as the case may be, of

Shares offered or sold pursuant to this Agreement, or which are the subject of instructions to an Agent as sales agent

pursuant to Section 2(b) hereof, exceed the aggregate gross sales price or number, as the case may be, of Shares (i)

referred to in the preamble paragraph of this Agreement, as reduced by prior sales of Shares under this Agreement,

(ii) available for sale under the Registration Statement or (iii) duly authorized from time to time to be issued and

sold under this Agreement by the Company or approved for listing on the NYSE, and, in each case referred to in

clause (ii) and (iii), notified to the Agents in writing. In addition, under no circumstances shall any Shares with

respect to which the Agent acts as sales agent be offered or sold, or be the subject of instructions to an Agent as sales

agent pursuant to Section 2(b) hereof, at a price lower than the minimum price therefor duly authorized from time to

time by the Company and notified to the Agents in writing. The Agents shall have no responsibility for maintaining

records with respect to Shares available for sale under the Registration Statement or for determining the aggregate

gross sales price, number or minimum price of Shares duly authorized by the Company.

(g)If the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not

satisfied with respect to the Company or the Shares, the Company shall promptly notify the Agents and the Forward

Purchasers and future offers and sales of Shares through the Agents on an agented basis under this ATM Equity

Offering Sales Agreement shall be suspended until that or other exemptive provisions have been satisfied in the

judgment of each party. If an Agent, that is subject to an instruction, has reason to believe the exemptive provisions

set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not satisfied with respect to the Company or the

Shares, it shall promptly notify the Company.

(h)Settlement for sales of Shares will occur on the first business day that is also a Trading Day

following the trade date on which such sales are made, unless another date shall be agreed to in writing by the

Company and the applicable Agents (each such day, a “Settlement Date”). On each Settlement Date for the sale of

Shares through an Agent as sales agent, such Shares shall be delivered by the Company or the Forward Purchaser, as

applicable, to such Agent in book-entry form to such Agent’s account at The Depository Trust Company against

payment by such Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account

designated by the Company, or such Forward Purchaser, as applicable. If the Company shall default on its obligation

to deliver Shares through an Agent as sales agent of the Company on any Settlement Date, the Company shall (i)

indemnify and hold such Agent harmless against any loss, claim or damage arising from or as a result of such

default by the Company and (ii) pay such Agent any commission to which it would otherwise be entitled absent such

default.

(i)Notwithstanding any other provision of this Agreement, the Company shall not offer or sell, or

instruct an Agent to offer or sell, any Shares through an Agent as sales agent or forward seller (and, by notice to the

applicable Agent(s) given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for

any such offer or sale of any Shares prior to the commencement of the periods referenced below), and the applicable

Agents shall not be obligated to make any such offer or sale of Shares, and the Company shall not enter into any

Confirmation or any Terms Agreement (i) during any period in which the Company is, or could be reasonably

deemed to be, in possession of material non-public information or (ii) except as provided in Section 2(j) hereof, at

any time during the period commencing on the 10th business day prior to the time the Company issues a press release

containing, or shall otherwise publicly announce, its earnings, revenues or other operating results for a fiscal period

or periods (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that

the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that

includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be,

covered by such Earnings Announcement.

(j)Notwithstanding clause (ii) of Section 2(i) hereof, if the Company wishes to offer or sell Shares to

an Agent as sales agent or forward seller at any time during the period from and including an Earnings

Announcement through and including the corresponding Filing Time, the Company shall first (i) prepare and deliver

to such Agent and the applicable Forward Purchaser (with a copy to counsel for the Agents and the Forward

Purchasers) a draft of a Current Report on Form 8-K that includes substantially the same financial and related

information (together with management’s discussion and analysis thereof) that was included in such Earnings

Announcement (other than any earnings projections and similar forward-looking data and officers’ quotations)

(each, an “Earnings 8-K”), in form and substance reasonably satisfactory to such Agent and Forward Purchaser, and,

prior to its filing, obtain the written consent of such Agent and Forward Purchaser to such filing (which consent shall

not be unreasonably withheld or delayed), (ii) provide such Agent and Forward Purchaser with the officers’

certificate, opinions and letters of counsel and accountant’s letter specified in Section 3(o), (p) and (q), respectively,

hereof, (iii) afford such Agent and Forward Purchaser the opportunity to conduct a due diligence review in

accordance with Section 3(t) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the

Commission. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate,

opinion or letter of counsel or accountant’s letter pursuant to this Section 2(j) shall not relieve the Company from

any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on

Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions

and letters of counsel and accountant’s letters as provided in Section 3(o), (p) and (q), respectively, hereof, and (B)

this Section 2(j) shall in no way affect or limit the operation of clause (i) of Section 2(i) hereof, which shall have

independent application.

(k)The Agents shall not have any obligation to purchase Shares as principal, whether from the

Company or otherwise, unless the Company and the applicable Agents agree as set forth below. Shares purchased

from the Company by the applicable Agents, individually or in a syndicate, as principal shall be made in accordance

with terms agreed upon between such Agents and the Company as evidenced by a Terms Agreement. The applicable

Agents’ commitment to purchase Shares from the Company as principal shall be deemed to have been made on the

basis of the accuracy of the representations and warranties of the Company, and performance by the Company of its

covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At

the time of each Terms Agreement, the applicable Agents shall specify the requirements, if any, for the officers’

certificate, opinions and letters of counsel and accountant’s letter pursuant to Section 3(o), (p) and (q), respectively,

hereof. In the event of a conflict between the terms of this ATM Equity Offering Sales Agreement and a Terms

Agreement, the terms of such Terms Agreement shall control.

(l)As set out in the Confirmations and notwithstanding anything herein to the contrary, in the event

that either (i) a Forward Purchaser is unable to borrow and deliver any Shares for sale under this Agreement

pursuant to the terms of such Confirmation, or (ii) in the commercially reasonable judgment of a Forward Purchaser,

it is either impracticable to do so or the Forward Purchaser would incur a stock loan cost that is equal to or greater

than the rate per annum set forth in of the applicable Supplemental Confirmation, then the applicable Agent, as

forward seller, shall be obligated to use commercially reasonable efforts, consistent with its normal trading and sales

practices and applicable law and regulations, to sell only the aggregate number of Shares that such Forward

Purchaser is able to, and that in the commercially reasonable judgment of such Forward Purchaser it is practicable

to, so borrow below such cost. For the avoidance of doubt, any obligation hereunder with respect to the borrowing of

or offer or sale of any Shares in connection with a forward stock purchase transaction shall be subject to the related

Confirmation being effective and not having been terminated.

Section 3.Covenants. The Company agrees with the Agents and the Forward Purchasers as follows:

(a)Compliance with Securities Regulations and Commission Requests. The Company, subject to

Section 3(b) and 3(c) hereof, will comply with the requirements of Rule 430B, and will notify the Agents and the

Forward Purchasers as soon as reasonably possible, and confirm the notice in writing, (i) when any post-effective

amendment to the Registration Statement (other than as a result of the Company’s filing of its Annual Report on

Form 10-K) or any new registration statement relating to the Shares shall become effective or any amendment or

supplement to the Prospectus shall have been filed (other than an amendment or supplement providing solely for the

determination of the terms of an offering of securities unless related to an offering of Shares, as to which the

Company will only be obligated to notify the applicable Agents and Forward Purchasers), (ii) of the receipt of any

comments from the Commission related to the Registration Statement or any document incorporated or deemed to

be incorporated by reference therein, (iii) of any request by the Commission for any amendment to the Registration

Statement or any amendment or supplement to the Prospectus, including any document incorporated by reference

therein, or for additional information, (iv) of the issuance by the Commission of any stop order suspending the

effectiveness of the Registration Statement or any post-effective amendment thereto or any notice of objection to the

use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or of the

issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any

amendment or supplement thereto, or of the suspension of the qualification of any Shares for offering or sale in any

jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination

pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company

becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with any offering of Shares. In

connection with a Terms Agreement, the Company will prepare and file with the Commission, subject to Section

3(c) hereof, a pricing supplement with respect to the offer and sale of Shares covered by such Terms Agreement.

The Company will effect all filings required under Rule 424(b), in the manner and within the time period required

by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain

promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the

Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every

reasonable effort to prevent the issuance of any stop, prevention or suspension order and, if any such order is issued,

to obtain the lifting thereof as soon as reasonably possible. In the event of any issuance of a notice of objection, by

the Commission, the Company shall take all necessary action to permit offers and sales of Shares by or through the

Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration

statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to

the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus

Supplement that increases the gross offering price or number of Shares that may offered and sold under this

Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

(b)Continued Compliance with Securities Laws. The Company will comply with the 1933 Act, the

1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the completion of sales of Shares

and Confirmation Shares as contemplated in this Agreement and any Confirmation and in the Registration

Statement, the General Disclosure Package and the Prospectus. If any event shall occur or condition shall exist as a

result of which it is necessary, in the reasonable opinion of counsel for the Agents and Forward Purchasers or

counsel to the Company, to (i) amend the Registration Statement in order that the Registration Statement will not

include an untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package

or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not

include any untrue statement of a material fact or omit to state a material fact necessary in order to make the

statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser

or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus,

as the case may be, including, without limitation, by the filing of any document incorporated by reference therein, in

order to comply with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act

Regulations, the Company will promptly (A) give the Agents and Forward Purchasers or, in the case of an offer and

sale of Shares to the applicable Agents as principal, such Agents written notice of such event or condition, (B)

prepare any amendment or supplement as may be necessary to correct such statement or omission or to comply with

such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Agents and

Forward Purchasers or such Agents, as the case may be, with copies of any such amendment or supplement and (C)

file with the Commission any such amendment or supplement and use its reasonable best efforts to have any

amendment to the Registration Statement declared effective by the Commission as soon as possible if the Company

is no longer eligible to file an automatic shelf registration statement; provided, however, that the Company shall not

file or use any such amendment or supplement to which the Agents and Forward Purchasers or such Agents, as the

case may be, or counsel for the Agents and Forward Purchasers shall reasonably object.

(c)Filing or Use of Amendments and Supplements. The Company will give the Agents and Forward

Purchasers or, in the case of an offer and sale of Shares to the applicable Agents as principal, such Agents written

notice of its intention to file or use (i) any amendment to the Registration Statement or any amendment or

supplement to the General Disclosure Package or the Prospectus (other than an amendment or supplement thereto

relating solely to the offering of securities unless related to an offering of Shares), whether pursuant to the 1933 Act,

the 1934 Act or otherwise, (ii) any new Prospectus Supplement that includes information in addition to the

information referred to in Section 3(n) hereof or (iii) a pricing supplement disclosing the offer and sale of Shares

covered by a Terms Agreement, will furnish the Agents and Forward Purchasers or such Agents, as the case may be,

with copies of any such document a reasonable amount of time prior to such proposed filing or use, as the case may

be, and will not file or use any such document to which the Agents and Forward Purchasers or such Agents, as the

case may be, or counsel for the Agents and Forward Purchasers shall reasonably object.

(d)Delivery of Registration Statements. The Company has furnished or will deliver to the Agents,

Forward Purchasers and counsel for the Agents and Forward Purchasers, without charge, upon written request,

signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed

therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by

reference therein) and signed copies of all consents and certificates of experts. The signed copies of the Registration

Statement and each amendment thereto furnished to the Agents and counsel for the Agents will be identical to the

electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent

permitted by Regulation S-T.

(e)Delivery of Prospectuses. The Company will furnish to the Agents and Forward Purchasers or, in

the case of an offer and sale of Shares to the applicable Agents as principal, such Agents, without charge, upon

execution of this Agreement and thereafter during the period in which a prospectus is (or, but for the exception

afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933 Act to be delivered

in connection with any offer or sale of Shares, such number of copies of the Prospectus (as amended or

supplemented) as the Agents and Forward Purchasers or such Agents, as the case may be, may reasonably request.

The Company will also furnish, upon request of the Agents and Forward Purchasers or such Agents, as the case may

be, copies of the Prospectus (as amended or supplemented) to each exchange or market on which sales of Shares

were made as may be required by the rules and regulations of such exchange or market. The Prospectus and any

amendments or supplements thereto furnished in accordance with this Section will be identical to the electronically

transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by

Regulation S-T.

(f)Reporting Requirements. The Company, during the period in which a prospectus is (or, but for the

exception afforded by Rule 172, would be) required by the 1933 Act to be delivered in connection with any offer or

sale of Shares, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the

time periods prescribed by, and meeting the requirements of, the 1934 Act and the 1934 Act Regulations.

Additionally, the Company shall report the use of the net proceeds from the sale of any Shares as may be required

under the 1933 Act and the 1933 Act Regulations, including, if applicable, Rule 463 of the 1933 Act Regulations.

(g)Blue Sky Qualifications. The Company will use its commercially reasonable efforts, in cooperation

with the Agents and Forward Purchasers or, in the case of an offer and sale of Shares to the applicable Agents as

principal, such Agents to qualify the Shares and any Confirmation Shares for offering and sale under the applicable

securities laws of such states and non-U.S. jurisdictions as the Agents and Forward Purchasers or such Agents, as

the case may be, may, from time to time, reasonably designate and to maintain such qualifications in effect so long

as required to complete the sale of the Shares contemplated by this Agreement or the issuance, sale and delivery of

any Confirmation Shares pursuant to any Confirmation; provided, however, that the Company shall not be obligated

to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in

any jurisdiction in which it is not so qualified or not already so subject or to subject itself to taxation in respect of

doing business in any jurisdiction in which it is not otherwise so subject.

(h)Earnings Statement. The Company will timely file such reports pursuant to the 1934 Act as are

necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for

the purposes of, and to provide to the Agents the benefits contemplated by, the last paragraph of Section 11(a) of the

1933 Act.

(i)Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Shares

pursuant to this Agreement and the sale of any Confirmation Shares pursuant to any Confirmation in the manner

specified in the Registration Statement, the General Disclosure Package and the Prospectus under “Use of

Proceeds.”

(j)Listing. The Company will use its reasonable best efforts to effect and maintain the listing of the

Shares and any Confirmation Shares on, and satisfy the requirements of, the NYSE.

(k)Notice of Certain Actions. During each period commencing on the date on which the Company

provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related

transaction, the Company will not, without the prior written consent of the Agents, unless it gives the Agents and the

Forward Purchasers at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell,

contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,

right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities

convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under

the 1933 Act with respect to any of the foregoing (other than a registration statement on Form S-8, a new “shelf”

registration statement on Form S-3, or any amendments or supplements to existing registration statements on Form

S-3, or any new registration statements on Form S-3 in replacement thereof or pursuant to registration requirements

of the Company in existence on the date hereof) or (ii) enter into any swap or any other agreement or transaction that

transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock,

whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of

Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the

Shares to be sold pursuant to this Agreement or any related Terms Agreement, (B) any shares of Common Stock

issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security

outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the

Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to

existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure

Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any non-employee director stock

plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the

Prospectus or (E) any Confirmation Shares issued and sold pursuant to any Confirmation. Upon receipt of any

written notice contemplated above, an Agent or Forward Purchaser may suspend its activity under this Agreement

for such period of time as deemed appropriate by such Agent or Forward Purchaser.

(l)Issuer Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written

consent of the applicable Agents and Forward Purchasers, it 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,” or

a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule

433. The Company represents that it has treated or agrees that it will treat each such free writing prospectus

consented to by the applicable Agents and Forward Purchasers as an “issuer free writing prospectus,” as defined in

Rule 433, and that it will comply with the applicable requirements of Rule 433 with respect thereto, including timely

filing with the Commission where required, legending and record keeping. If at any time following issuance of an

Issuer Free Writing Prospectus any event shall occur or condition shall exist as a result of which such Issuer Free

Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any

preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or

omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the

circumstances existing at that subsequent time, not misleading, the Company will promptly notify the applicable

Agents and Forward Purchasers and will promptly amend or supplement, at its own expense, such Issuer Free

Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(m)No Stabilization or Manipulation. The Company agrees that neither it nor any controlled affiliate

of the Company will take, directly or indirectly, any action which is designed, or would be expected, to cause or

result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to

facilitate the sale or resale of any Shares or to result in a violation of Regulation M under the 1934 Act.

(n)Update of Activity under this Agreement. The Company shall disclose (i) in each Annual Report

on Form 10-K or Quarterly Report on Form 10-Q filed by the Company in respect of any fiscal quarterly period

(which, in the case of an Annual Report on Form 10-K, would mean the last quarterly period of the fiscal year) in

which sales of Shares were made by or through an Agent under this Agreement or any sales or deliveries of

Confirmation Shares were made pursuant to any Confirmation (each date on which any such document or

amendment thereto is filed, a “Company Periodic Report Date”), or (ii) to the extent required by applicable law and/

or interpretations of the Commission, in Prospectus Supplements for each such fiscal quarterly period, the number of

Shares sold by or through the Agents under this Agreement and the number of Confirmation Shares sold or delivered

pursuant to any Confirmation during such fiscal quarterly period and the net proceeds received by the Company and

the aggregate compensation paid by the Company to the Agents with respect to such sales and deliveries.

(o)Delivery of Future Officers’ Certificates. Upon commencement of the offering of Shares under

this Agreement, (A) each time Shares are delivered to the applicable Agents as principal on a Settlement Date, (B)

promptly after each (i) date on which the Registration Statement shall be amended or a new registration statement

relating to the Shares shall become effective or the Prospectus shall be amended or supplemented (other than (1) by

an amendment or supplement providing solely for the determination of the terms of securities, including the Shares,

(2) in connection with the filing of a Prospectus Supplement that contains solely the information referred to in

Section 3(n) hereof, or (3) in connection with the filing of any Current Report on Form 8-K (other than an Earnings

8-K and any other Current Report on Form 8-K which contains financial statements, supporting schedules or other

financial data, including any Current Report on Form 8 K under Item 2.02 of such form that is considered “filed”

under the 1934 Act)) (each such date, a “Registration Statement Amendment Date”), (ii) date on which an Earnings

8-K shall be filed with the Commission as contemplated by Section 2(j) hereof (a “Company Earnings Report Date”)

and (iii) Company Periodic Report Date, and (C) promptly after each reasonable request by the Agents or Forward

Purchasers (each date of any such request by the Agents or Forward Purchasers, a “Request Date”), the Company

will furnish or cause to be furnished to the Agents and Forward Purchasers or, in the case of clause (A) above, the

applicable Agents, an officers’ certificate, dated such Settlement Date, such Registration Statement Amendment

Date, such Company Earnings Report Date, such Company Periodic Report Date or such Request Date, as the case

may be, in form and substance reasonably satisfactory to the Agents and Forward Purchasers or, in the case of clause

(A) above, such Agents, as the case may be, to the effect that the statements contained in the officers’ certificates

referred to in Sections 5(h) and 5(i) hereof that was last furnished to the Agents and Forward Purchasers or, in the

case of clause (A) above, such Agents, as the case may be, are true and correct as of the date of such certificates as

though made at and as of the date of such certificate (except that such statements shall be deemed to relate to the

Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented at the

date of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificates referred to in

Sections 5(h) and 5(i) hereof, but modified as necessary to relate to the Registration Statement, the General

Disclosure Package and the Prospectus as amended and supplemented at the date of such certificate. As used in this

Section 3(o), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment

Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed

to be at or prior to the Applicable Time for such sale.

The requirement to cause to be furnished officers’ certificates pursuant to this Section 3(o) shall be waived

for any Registration Statement Amendment Date or Company Periodic Report Date occurring at a time at which the

Company has not instructed any Agent to sell Shares as provided in Section 2(b), which waiver shall continue until

the date on which the Company delivers such an instruction as provided in Section 2(b). Notwithstanding the

foregoing, if the Company subsequently decides to sell Shares following any Registration Statement Amendment

Date or Company Periodic Report Date when the Company relied on such waiver and did not furnish or cause to be

furnished to the Agents and the Forward Purchasers with an officers’ certificates pursuant to this Section 3(o), then

before the Company instructs any Agent to sell any Shares or enters into any Terms Agreement with any Agent or

Agents, the Company shall cause to be furnished to such Agent and the applicable Forward Purchasers an officers’

certificates pursuant to this Section 3(o) dated as of the date of delivery thereof.

(p)Delivery of Future Opinions and Letters of Counsel. Upon commencement of the offering of

Shares under this Agreement, (A) each time Shares are delivered to the applicable Agents as principal on a

Settlement Date and (B) promptly after each Registration Statement Amendment Date, Company Earnings Report

Date, Company Periodic Report Date or Request Date, the Company will furnish or cause to be furnished to the

Agents and the Forward Purchasers or, in the case of clause (A) above, the applicable Agents the written opinions

and letters of counsel to the Company (who shall be reasonably acceptable to the Agents and the Forward Purchasers

or, in the case of clause (A) above, such Agents, as the case may be) and counsel to the Agents and the Forward

Purchasers, dated such Settlement Date, such Registration Statement Amendment Date, such Company Earnings

Report Date, such Company Periodic Report Date or such Request Date, as the case may be, in form and substance

reasonably satisfactory to the Agents and the Forward Purchasers or, in the case of clause (A) above, such Agents, as

the case may be, of the same tenor as the respective opinions and letters referred to in Section 5(b), 5(c) and 5(d), as

applicable, hereof but modified as necessary to relate to the Registration Statement, the General Disclosure Package

and the Prospectus as amended and supplemented to the date of any such opinion and letter or, in lieu of any such

opinion and letter, counsel last furnishing such opinion and letter to the Agents and the Forward Purchasers or, in the

case of clause (A) above, such Agents, as the case may be, shall furnish the Agents and the Forward Purchasers or,

in the case of clause (A) above, such Agents, as the case may be, with a letter substantially to the effect that the

Agents and the Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, may rely on

such counsel’s last opinion and letter to the same extent as though each were dated the date of such letter authorizing

reliance (except that statements in such last opinion and letter shall be deemed to relate to the Registration

Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the date of such

letter authorizing reliance). As used in this Section 3(p), to the extent there shall be a sale of Shares on or following

any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or

Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

The requirement to cause to be furnished the opinions and letters pursuant to this Section 3(p) shall be

waived for any Registration Statement Amendment Date or Company Periodic Report Date occurring at a time at

which the Company has not instructed any Agent to sell Shares as provided in Section 2(b), which waiver shall

continue until the date on which the Company delivers such an instruction as provided in Section 2(b).

Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Registration

Statement Amendment Date or Company Periodic Report Date when the Company relied on such waiver and did

not furnish or cause to be furnished to the Agents and the Forward Purchasers the opinions and letters pursuant to

this Section 3(p), then before the Company instructs any Agent to sell any Shares or enters into any Terms

Agreement with any Agent or Agents, the Company shall cause to be furnished to the Agents and the Forward

Purchasers the opinions and letters pursuant to this Section 3(p) dated as of the date of delivery thereof.

(q)Delivery of Future Accountant Letters. Upon commencement of the offering of Shares under this

Agreement, (A) each time Shares are delivered to the applicable Agents as principal on a Settlement Date and (B)

promptly after each Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic

Report Date or Request Date, the Company will cause its independent accountants to furnish to the Agents and the

Forward Purchasers or, in the case of clause (A) above, the applicable Agents a letter, dated such Settlement Date,

such Registration Statement Amendment Date, such Company Earnings Report Date, such Company Periodic

Report Date or such Request Date, as the case may be, in form and substance reasonably satisfactory to the Agents

and the Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, of the same tenor

as the letter referred to in Section 5(e) hereof but modified as necessary to relate to the Registration Statement, the

General Disclosure Package and the Prospectus as amended and supplemented to the date of such letter. If the

Registration Statement, the General Disclosure Package or the Prospectus contains or incorporates by reference the

financial statements of any properties, businesses or entities, then, the Company will cause the related independent

accountant(s) to furnish to the Agents and the Forward Purchasers or, in the case of clause (A) above, the applicable

Agents letter(s), dated the dates specified in this Section 3(q), in form and substance reasonably satisfactory to the

Agents and the Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, of the same

tenor as the letter referred to in Section 5(e) hereof but modified to relate solely to such financial statements and any

other financial information contained or incorporated by reference in the Registration Statement, the General

Disclosure Package or the Prospectus as amended and supplemented to the date of such letter(s) relating to such

properties, businesses or entities, as the case may be. As used in this paragraph, to the extent there shall be a sale of

Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company

Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such

sale.

The requirement to cause to be furnished accountant letter(s) pursuant to this Section 3(q) shall be waived

for any Registration Statement Amendment Date or Company Periodic Report Date occurring at a time at which the

Company has not instructed any Agent to sell Shares as provided in Section 2(b), which waiver shall continue until

the date on which the Company delivers such an instruction as provided in Section 2(b). Notwithstanding the

foregoing, if the Company subsequently decides to sell Shares following any Registration Statement Amendment

Date or Company Periodic Report Date when the Company relied on such waiver and did not furnish or cause to be

furnished to the Agents and the Forward Purchasers accountant letter(s) pursuant to this Section 3(q), then before the

Company instructs any Agent to sell any Shares or enters into any Terms Agreement with any Agent or Agents, the

Company shall cause to be furnished to the Agents accountant letter(s) pursuant to this Section 3(q) dated as of the

date of delivery thereof.

(r)Trading in the Common Stock. The Company consents to the Agents and the Forward Purchasers

and their respective affiliates trading in the Company’s Common Stock for their own account and for the account of

their clients at the same time as sales and deliveries of Shares occur pursuant to this Agreement and any

Confirmation Shares pursuant to any Confirmation.

(s)Non-Consummation Offer. If, to the knowledge of the Company, any filing required by Rule 424

in connection with an offering of Shares shall not have been made or the representations and warranties of the

Company contained in this Agreement shall not be true and correct on the applicable Settlement Date, the Company

will offer to any person who has agreed to purchase Shares from or through an Agent the right to refuse to purchase

and pay for such Shares.

(t)Due Diligence Review. Unless the requirements under Section 3(o), (p) and (q) shall have then

been waived, the Company will cooperate with any due diligence review reasonably requested by the Agents and the

Forward Purchasers or counsel for the Agents and the Forward Purchasers, fully and in a timely manner, in

connection with offers and sales of Shares from time to time, including, without limitation, and upon reasonable

notice, providing information and making available documents and appropriate corporate officers, during regular

business hours and at the Company’s principal offices.

(u)Renewal Deadline. If, immediately prior to the third anniversary of the initial effective date of the

Registration Statement (the “Renewal Deadline”), this Agreement is still in effect or any Shares purchased by an

Agent as principal, or to be sold through an Agent as sales agent or as forward seller pursuant to the Company

instruction, remain unsold, the Company will, prior to the Renewal Deadline, (i) promptly notify the Agents and the

Forward Purchasers and (ii) promptly file, if it is eligible to do so, a new automatic shelf registration statement

relating to the Shares, in a form and substance reasonably satisfactory to the Agents and the Forward Purchasers. If,

at the time the Company intends to file such a new automatic shelf registration statement, it is not eligible to do so,

the Company will, prior to the Renewal Deadline, (i) promptly notify the Agents and the Forward Purchasers, (ii)

promptly file a new shelf registration statement on the proper form relating to the Shares, in a form and substance

reasonably satisfactory to the Agents and the Forward Purchasers, (iii) use its commercially reasonable efforts to

cause such new shelf registration statement to be declared effective within 60 days after the Renewal Deadline and

(iv) promptly notify the Agents and the Forward Purchasers of such effectiveness. The Company will take all other

action reasonably necessary or appropriate to permit the offering and sale of the Shares to continue as contemplated

in the expired Registration Statement. References herein to the “Registration Statement” shall include such new

automatic shelf registration statement or such new shelf registration statement, as the case may be.

(v)Ceasing Eligibility For Use of Automatic Shelf Registration Statement Form. If, at any time,

during the term of this Agreement or otherwise when Shares purchased by an Agent as principal remain unsold, the

Company receives a notice from the Commission pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use

the automatic shelf registration statement form, the Company will (i) promptly notify the Agents and the Forward

Purchasers, (ii) promptly file a new shelf registration statement or post-effective amendment on the proper form

relating to such Shares, in form and substance reasonably satisfactory to the Agents and the Forward Purchasers, (iii)

use its commercially reasonable efforts to cause such new shelf registration statement or post-effective amendment

to be declared effective as soon as practicable and (iv) promptly notify the Agents and the Forward Purchasers of

such effectiveness. The Company will take all other action necessary or appropriate to permit the offering and sale

of the Shares to continue as contemplated in the Registration Statement that was the subject of the Rule 401(g)(2)

notice or for which the Company has otherwise become ineligible. References herein to the “Registration Statement”

shall include such new shelf registration statement or post-effective amendment, as the case may be.

(w)REIT Status. The Company will use its best efforts to qualify as a REIT under the Code for so long

as its board of directors determines it is in the Company’s best interest to so qualify.

Section 4.Payment of Expenses.

(a)Expenses. The Company will pay or cause to be paid all expenses incident to the performance of

their obligations under this Agreement and any Confirmation, including (i) the preparation, printing and filing of the

Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto,

(ii) the preparation, printing and delivery to the Agents and the Forward Purchasers of copies of any preliminary

prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and

any costs associated with electronic delivery of any of the foregoing by the Agents to investors, (iii) the preparation,

issuance and delivery of the certificates for the Shares and Confirmation Shares, if any, including any stock or other

transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Agents

and Confirmation Shares to the Forward Purchasers, (iv) the fees and disbursements of the Company’s counsel,

accountants and other advisors, (v) the qualification of the Shares and any Confirmation Shares under securities laws

in accordance with the provisions of Section 3(g) hereof, including filing fees and the reasonable fees and

disbursements of counsel for the Agents and the Forward Purchasers in connection therewith and in connection with

the preparation of a Blue Sky survey and any supplement thereto, in an aggregate amount not to exceed $10,000, (vi)

the fees and expenses of any transfer agent or registrar for the Shares and any Confirmation Shares, (vii) the costs

and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with

the marketing of the Shares, (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel

for the Agents and Forward Purchasers in connection with, the review by FINRA of the terms of sales of Shares, in

an aggregate amount not to exceed $5,000, (ix) the fees and expenses incurred in connection with the listing of the

Shares and any Confirmation Shares on the NYSE and (x) if the Company has not sold Shares with an aggregate

gross sales price of at least $25,000,000 by the eighteenth month anniversary of the date of this Agreement, the

reasonable documented out-of-pocket expenses of the Agents and the Forward Purchasers, including the reasonable

fees, disbursements and expenses of counsel for the Agents and the Forward Purchasers in connection with this

Agreement and the Registration Statement and ongoing services in connection with the transactions contemplated

hereunder, which amount shall not exceed $100,000.

Section 5.Conditions of Agents’ and the Forward Purchasers’ Obligations. The obligations of the

Agents and the Forward Purchasers hereunder are subject to the accuracy of the representations and warranties of

the Company contained herein or in certificates of any officer of the Company, the Operating Partnership or any of

their respective subsidiaries delivered pursuant to the provisions hereof at each Representation Date, to the

performance by the Company of its covenants and other obligations hereunder, and to the following further

conditions:

(a)Effectiveness of Registration Statement and Filing of Prospectus. The Company shall have filed

the Registration Statement with the Commission not earlier than three years prior to the date hereof and the

Registration Statement became effective upon filing in accordance with Rule 462(e). The Company shall have filed

with the Commission the Prospectus on or prior to the date of this Agreement and any subsequent Base Prospectus

or Prospectus Supplement prior to any Applicable Time and related Settlement Date, as applicable, in each case in

the manner and within the time period required by Rule 424(b), and each Issuer Free Writing Prospectus, if any, in

the manner and within the time period required by Rule 433. No stop order suspending the effectiveness of the

Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of

objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto

pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any

preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no

proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge,

contemplated. The Company shall have complied with any and all requests for additional information on the part of

the Commission relating to the Registration Statement to the reasonable satisfaction of the Agents and the Forward

Purchasers. The Company shall have paid the required Commission filing fees relating to the Shares as specified in

Section 3(a) hereof.

(b)Opinion of Counsel for the Agents and the Forward Purchasers. On the date of this ATM Equity

Offering Sales Agreement, the Agents and the Forward Purchasers shall have received the favorable written opinion

or opinions of Sidley Austin LLP, counsel for the Agents and the Forward Purchasers, dated such date, with respect

to such matters as the Agents and the Forward Purchasers may reasonably request. In giving such opinion or

opinions, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the laws of the

State of New York, the General Corporation Law of the State of Delaware and the State of Maryland and the federal

securities laws of the United States, upon the opinions of counsel satisfactory to the Agents and the Forward

Purchasers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to

the extent they deem proper, upon certificates of officers and other representatives of the Company, the Operating

Partnership and their respective subsidiaries and certificates of public officials.

(c)Opinion of Counsel to the Company. On the date of this ATM Equity Offering Sales Agreement,

the Agents and the Forward Purchasers shall have received the favorable written opinion or opinions and negative

assurance letter of Hogan Lovells US LLP, corporate counsel to the Company and Operating Partnership, dated such

date, to the effect set forth in Exhibit A hereto and to such further effect as the Agents and the Forward Purchasers

may reasonably request.

(d)Opinion of Tax Counsel to the Company. On the date of this Agreement, the Agents and the

Forward Purchasers shall have received the favorable written opinions of Venable LLP, tax counsel to the Company,

dated such date, to the effect set forth in Exhibit B hereto and to such further effect as the Agents and the Forward

Purchasers may reasonably request.

(e)Accountant’s Letter. On the date of this ATM Equity Offering Sales Agreement, the Agents and

the Forward Purchasers shall have received a letter from KPMG LLP, dated such date, in form and substance

reasonably satisfactory to the Agents and the Forward Purchasers, containing statements and information of the type

ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and

other financial information included in the Registration Statement, the General Disclosure Package and the

Prospectus or any amendment or supplement thereto.

(f)Chief Financial Officer’s Certificate. On the date of this ATM Equity Offering Sales Agreement,

the Company shall have furnished to the Agents and the Forward Purchasers a certificate of the Chief Financial

Officer of the Company, dated such date, in a form satisfactory to the Agents and the Forward Purchasers, with

respect to certain financial data contained in the Registration Statement, the General Disclosure Package and the

Prospectus, providing “management comfort” with respect to such information, to the effect set forth on Exhibit D

hereto.

(g)Officer’s Certificate on Size of ATM Program. On the date of this ATM Equity Offering Sales

Agreement, the Company shall have furnished to the Agents and the Forward Purchasers a certificate of an

executive officer of the Company, dated such date, in a form satisfactory to the Agents and the Forward Purchasers,

stating the minimum gross sales price per share for sales of Shares pursuant to this Agreement and the maximum

number of Shares that may be issued and sold pursuant to this Agreement or, alternatively, the maximum gross

proceeds from such sales, as duly authorized by the Company’s board of directors or a duly authorized committee

thereof, and specify the number of Shares and Confirmation Shares, if any, that have been approved for listing

subject to official notice of issuance, on the NYSE.

(h)Officers’ Certificate for the Company and the Operating Partnership. On the date of this ATM

Equity Offering Sales Agreement, there shall not have been, since the date of the latest audited financial statements

included in the Registration Statement, the General Disclosure Package and the Prospectus or since the respective

dates as of which information is given in the Registration Statement, the General Disclosure Package and the

Prospectus, any Material Adverse Change, and the Agents and the Forward Purchasers shall have received a

certificate of the Chief Executive Officer or President of both the Company and the Operating Partnership and of the

Chief Financial Officer or Chief Accounting Officer of both the Company and the Operating Partnership, dated such

date, to the effect that (A) there has been no such Material Adverse Change, (B) the representations and warranties

of the Company and the Operating Partnership in this Agreement are true and correct with the same force and effect

as though expressly made on and as of such date, (C) the Company and the Operating Partnership have complied

with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to such date and

(D) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment

thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration

Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company or

the Operating Partnership, no order preventing or suspending the use of any preliminary prospectus or the

Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes

have been instituted or are pending or, to their knowledge, contemplated.

(i)Listing. The Shares and any Confirmation Shares shall have been approved for listing, subject to

official notice of issuance, on the NYSE.

(j)Additional Documents. On the date of this ATM Equity Offering Sales Agreement, counsel for the

Agents and the Forward Purchasers shall have been furnished with such documents and opinions as they may

reasonably require for the purpose of enabling them to render the opinions or make the statements requested by the

Agents and the Forward Purchasers, or in order to evidence the accuracy of any of the representations or warranties,

or the fulfillment of any of the covenants, obligations or conditions, contained herein; and all proceedings taken by

the Company in connection with the issuance, sale and delivery of the Shares and any Confirmation Shares as

contemplated herein shall be reasonably satisfactory in form and substance to the Agents and the Forward

Purchasers and counsel for the Agents and the Forward Purchasers.

(k)Termination of this ATM Equity Offering Sales Agreement. If any condition specified in this

Section shall not have been fulfilled when and as required to be fulfilled, this ATM Equity Offering Sales

Agreement may be terminated by the applicable Agents or Forward Purchasers by notice to the Company at any

time, and any such termination shall be without liability of any party to any other party except the provisions of

Sections 1, 3(h), 4, 6, 7, 8, 13, 14, 15 and 16 hereof shall remain in full force and effect notwithstanding such

termination.

Section 6.Indemnification.

(a)Indemnification of the Agents. The Company and the Operating Partnership, jointly and severally,

agree to indemnify and hold harmless the Agents and the Forward Purchasers, their respective affiliates (as such

term is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents, officers,

employees and directors and each person, if any, who controls an Agent or Forward Purchaser within the meaning of

Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i)against any and all loss, liability, claim, damage and expense whatsoever, as incurred,

arising out of any untrue statement or alleged untrue statement of a material fact contained in the

Registration Statement (or any amendment thereto), including any information deemed to be a part thereof

pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be

stated therein or necessary to make the statements therein not misleading or arising out of any untrue

statement or alleged untrue statement of a material fact included (A) in any preliminary prospectus, any

Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or

supplement thereto) or (B) in any materials or information provided to investors by, or with the approval of,

the Company in connection with the marketing of any offering of Shares (“Marketing Materials”),

including any roadshow or investor presentations made to investors by the Company (whether in person or

electronically), or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing

Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or

in any Marketing Materials of a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading;

(ii)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to

the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding

by any Governmental Entity, commenced or threatened, or of any claim whatsoever based upon any such

untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to

Section 6(d) below) any such settlement is effected with the written consent of the Company;

(iii)against any and all expense whatsoever, as incurred (including the fees and disbursements

of counsel chosen by the Agents), reasonably incurred in investigating, preparing or defending against any

litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or

any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue

statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to

the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the

Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant

to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in

reliance upon and in conformity with Agent Information.

(b)Indemnification of Company, Directors and Officers. Each Agent and Forward Purchaser,

severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who

signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section

15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense to the

same extent as the foregoing indemnity contained in Section 6(a) hereof, as incurred, but only with respect to untrue

statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any

amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in the General

Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity

with the Agent Information. As used in this Agreement with respect to an Agent and a Forward Purchaser and an

applicable document, “Agent Information” shall mean the written information furnished to the Company by such

Agent or Forward Purchaser expressly for use therein; it being understood and agreed upon that the only such

information furnished by any Agent or Forward Purchaser consists of such Agent’s or Forward Purchaser’s name

appearing in the Prospectus.

(c)Actions against Parties; Notification. Each indemnified party shall give notice as promptly as

reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity

may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party

from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not

relieve it from any liability which it may have otherwise than on account of this Section 6. In the case of parties

indemnified pursuant to Section 6(a) hereof, counsel to the indemnified parties shall be selected by the Agents, and,

in the case of parties indemnified pursuant to Section 6(b) hereof, counsel to the indemnified parties shall be

selected by the Company. An indemnifying party may participate at its own expense in the defense of any such

action; provided, however, that counsel to the indemnifying party shall not (except with the prior written consent of

the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable

for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel

for all indemnified parties in connection with any one action or separate but similar or related actions in the same

jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the

prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with

respect to any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened,

or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or

Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such

settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability

arising out of such litigation, investigation, proceeding or claim and (ii) 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.

(d)Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have

requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such

indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii)

hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by

such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms

of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall

not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

Section 7.Contribution. If the indemnification provided for in Section 6 hereof is for any reason

unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims,

damages or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute

to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified

party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company

and the Operating Partnership on the one hand, and of the applicable Agents and Forward Purchasers, on the other

hand, from the applicable offering of Shares or (ii) if the allocation provided by clause (i) is not permitted by

applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)

above but also the relative fault of the Company and the Operating Partnership on the one hand, and the applicable

Agents and Forward Purchasers on the other hand, in connection with the statements or omissions which resulted in

such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Operating Partnership, on the one hand, and the

applicable Agents and Forward Purchasers, on the other hand, in connection with the applicable offering of Shares

shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting

expenses) received by the Company, on the one hand, bear to the total commissions or underwriting discounts

received by the applicable Agents, on the other hand (and, for purposes of the foregoing, the Company shall be

deemed to have received net proceeds from the sale of Shares sold through any of the applicable Agents, acting as

forward seller on behalf of a Forward Purchaser in connection with a Confirmation entered into by such Forward

Purchaser, in an amount equal to the proceeds that would have been received by the Company upon full physical

settlement of the Confirmation Shares under such Confirmation, assuming that the aggregate amount payable by

such Forward Purchaser to the Company for such Confirmation Shares is equal to the aggregate amount of net

proceeds received by such Forward Purchaser from the sale of such Shares through such Agent).

The relative fault of the Company and the Operating Partnership, on the one hand, and the applicable

Agents and Forward Purchasers, on the other hand, shall be determined by reference to, among other things, whether

any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact

relates to information supplied by either of the Company and the Operating Partnership, on the one hand, or by the

applicable Agents and Forward Purchasers on the other hand, and the parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent such statement or omission.

The Company and the Operating Partnership and the Agents and the Forward Purchasers agree that it

would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation

(even if the applicable Agents and Forward Purchasers were treated as one entity for such purpose) or by any other

method of allocation which does not take account of the equitable considerations referred to above in this Section 7.

The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and

referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by

such indemnified party in investigating, preparing or defending against any litigation, or any investigation or

proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such

untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Agent shall be required to contribute any amount in

excess of the total commissions or underwriting discounts received by such Agent in connection with Shares placed

or underwritten by it for sale to the public. No person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Agent within the meaning of Section 15

of the 1933 Act or Section 20 of the 1934 Act and an Agent’s Affiliates, selling agents, officers, employees and

directors shall have the same rights to contribution as such Agent, and each director of the Company, each officer of

the Company who signed the Registration Statement, and each person, if any, who controls the Company within the

meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as

the Company. The Agents’ respective obligations to contribute pursuant to this Section 7 are several in proportion to

the number of Shares placed or underwritten by it in the applicable offering.

Section 8.Representations, Warranties and Agreements to Survive. All representations, warranties

and agreements contained in this Agreement or in certificates of officers of the Company, the Operating Partnership

or any of their respective subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect

regardless of (i) any investigation made by or on behalf of an Agent, a Forward Purchaser or its Affiliates, selling

agents, officers or directors or any person controlling such Agent or Forward Purchaser, or the Company, the

Operating Partnership or their respective officers or directors, or any person controlling the Company or the

Operating Partnership and (ii) delivery of and payment for the Shares or any Confirmation Shares.

Section 9.Termination.

(a)This ATM Equity Offering Sales Agreement may be terminated for any reason, at any time, by

either the Company or an Agent or Forward Purchaser, as to itself, upon the giving of three business days prior

written notice to the other parties hereto. Any termination of this Agreement shall be effective on the date specified

in such notice of termination; provided that such termination shall not be effective until the close of business on the

third business day after the date of receipt of such notice by the applicable Agents, the applicable Forward

Purchasers or the Company, as the case may be.

(b)The applicable Agents may terminate a Terms Agreement to which they are a party, by notice to

the Company, at any time at or prior to the Settlement Date, (i) if there has been, in such judgment of such Agents,

since the time of execution of such Terms Agreement or since the respective dates as of which information is given

in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Change, or

(ii) if there has occurred any material adverse change in the financial markets in the United States or the

international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any

change or development involving a prospective change in national or international political, financial or economic

conditions, in each case the effect of which is such as to make it, in the judgment of such Agents, impracticable or

inadvisable to proceed with the completion of the offering of Shares contemplated by such Terms Agreement or to

enforce contracts for the sale of such Shares, or (iii) if trading in any securities of the Company has been suspended

or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE, the NYSE Amex or

Nasdaq has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or

maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or

any other Governmental Entity, or (v) if a material disruption has occurred in commercial banking or securities

settlement or clearance services in the United States or with respect to the systems of Clearstream Banking S.A., or

Euroclear Bank, SA/NV, in Europe, or (vi) if a banking moratorium has been declared by either Federal or New

York State authorities.

(c)If the Company, the Operating Partnership and two or more Agents enter into a Terms Agreement

pursuant to which such Agents agree to purchase Shares from the Company as principal and one or more of such

Agents shall fail at the Settlement Date to purchase the Shares which it or they are obligated to purchase (the

“Defaulted Shares”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make

arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of

the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; provided,

however, that if such arrangements shall not have been completed within such 24-hour period, then:

(i)if the number of Defaulted Shares does not exceed 10% of the number of Shares to be so

purchased by all of such Agents pursuant to such Terms Agreement on the Settlement Date, the

nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the

proportions that their respective initial purchase obligation bears to the purchase obligations of all

nondefaulting Agents; or

(ii)if the number of Defaulted Shares exceeds 10% of the number of Shares to be so

purchased by all of such Agents pursuant to such Terms Agreement on the Settlement Date, such Terms

Agreement shall terminate without liability on the part of any nondefaulting Agent.

No action taken pursuant to this Section 9(c) shall relieve any defaulting Agent from liability in respect of

its default. In the event of any such default which does not result in a termination of such Terms Agreement, either

the nondefaulting Agents or the Company shall have the right to postpone the Settlement Date for a period not

exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure

Package or the Prospectus or in any other documents or arrangements.

(d)In the event of any termination under this Section 9, neither party will have any liability to the

other party hereto, except that (i) the Agents shall be entitled to any commissions earned in accordance with Section

2(b) hereof, (ii) if at the time of termination (a) an Agent shall own any Shares purchased by it as principal or (b) an

offer to purchase any Shares has been accepted by the Company but the Settlement Date has not occurred, the

covenants set forth in Section 3 hereof shall remain in effect until such Shares are resold or so delivered, as the case

may be, and (iii) the covenant set forth in Section 3(h) hereof, the provisions of Section 4 hereof, the indemnity and

contribution agreements set forth in Sections 6 and 7 hereof, and the provisions of Sections 8, 13, 14, 15 and 16

hereof shall remain in effect.

Section 10.Notices. All notices and other communications hereunder shall be in writing and shall be

deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the

Agents shall be directed, as applicable, to BofA Securities, Inc., One Bryant Park, New York, New York 10036,

Attention: ATM Execution Group, Email: dg.atm_execution@bofa.com; Wells Fargo Securities, LLC, 500 West

33rd Street, New York, New York 10001, Attention: Special Equities Group, Facsimile: (212) 214-5918; Truist

Securities, Inc., 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets,

Email: dl.atm.offering@truist.com; BMO Capital Markets Corp., Equity-Linked Capital Markets, 151 W 42nd

Street, 32nd Floor, New York, New York 10036, Attention: Brian Riley, Telephone: (212) 605-1414, Facsimile:

(212) 885-4165; Huntington Securities, Inc., 41 South High Street Columbus, Ohio 43215, Attention: Peter

Dippolito, Telephone: (614) 480-1377, Email: peter.dippolito@huntington.com with a copy to

equitycapitalmarkets@huntington.com; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York

10013, Attention: General Counsel, Facsimile: (646) 291-1469, Email: eq.us.ses.notifications@citi.com with a copy

to matthew.t.morris@citi.com; and Janney Montgomery Scott LLC, Attention: Equity Syndicate Department, 1717

Arch Street, Philadelphia, Pennsylvania 19103, Email: syndicate@janney.com, notices to the Forward Purchasers

shall be directed, as applicable, to Bank of America, N.A. at One Bryant Park, New York, New York 10036, with a

copy to ECM Legal, Facsimile: (212) 230-8730; Wells Fargo Bank, National Association, 500 West 33rd Street,

New York, New York 10001, Attention: Special Equities Group and Corporate Equity Derivatives, Email

corporatederivativenotifications@wellsfargo.com, Facsimile: (212) 214-5918; Truist Bank, 50 Hudson Yards, 70th

Floor, New York, New York 10001, Attention: Equity Capital Markets, Email: dl.atm.offering@truist.com with a

copy to Rakesh Mangat, Telephone: (212) 303-0137, Email: rakesh.mangat@truist.com; Bank of Montreal, 55 Bloor

Street West, 18th Floor, Toronto, Ontario M4W 1A5, Canada, Attention: Manager, Derivatives Operations,

Telephone: (416) 552-4177, Facsimile: (416) 552-7904, with a copy to Bank of Montreal, 100 King Street West,

20th Floor, Toronto, Ontario M5X 1A1, Canada, Attention: Associate General Counsel & Managing Director,

Derivatives Legal Group, Facsimile: (416) 956-2318; Huntington Securities, Inc., 41 South High Street Columbus,

Ohio 43215, Attention: Peter Dippolito, Telephone: (614) 480-1377, Email: ptererdippolito@huntington.com with a

copy to equitycapitalmarkets@huntington.com; and Citibank, N.A., 388 Greenwich Street, New York, New York

10013, Attention: General Counsel, Facsimile: (646) 291-1469, Email: eq.us.ses.notifications@citi.com with a copy

to matthew.t.morris@citi.com; and notices to the Company and/or the Operating Partnership shall be delivered or

sent by mail, telex or facsimile transmission to Sila Realty Trust, Inc, 1001 Water Street, Suite 800, Tampa, Florida,

33602, Attention: Kay C. Neely, with a copy, which shall not constitute notice, to Hogan Lovells US LLP,

Columbia Square, 555 Thirteenth Street NW, Washington, DC 20004, Attention: Michael E. McTiernan and

Andrew S. Zahn.

Section 11.No Advisory or Fiduciary Relationship. The Company and the Operating Partnership

acknowledge and agree that (a) each purchase and sale of Shares pursuant to this Agreement and the issuance, sale

and delivery of any Confirmation Shares pursuant to any Confirmation, including the determination of the respective

initial public offering prices of Shares, if any, and any related discounts and commissions, and the price to be paid

for any Confirmation Shares, is an arm’s-length commercial transaction between the Company and the Operating

Partnership, on the one hand, and the applicable Agents and Forward Purchasers, on the other hand, (b) the Agents

and the Forward Purchasers have not assumed and will not assume any advisory or fiduciary responsibility in favor

of the Company or the Operating Partnership or any of their respective subsidiaries or other affiliates with respect to

any offering of Shares or the process leading thereto (irrespective of whether the applicable Agents or Forward

Purchasers have advised or are currently advising the Company or the Operating Partnership or any of their

respective subsidiaries or other affiliates on other matters) or any other obligation to the Company or the Operating

Partnership except the obligations expressly set forth in this Agreement, (c) the Agents, the Forward Purchasers and

their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those

of the Company or the Operating Partnership, and (d) the Agents and the Forward Purchasers have not provided any

legal, accounting, financial, regulatory or tax advice to the Company or the Operating Partnership or any other

person or entity with respect to any offering of Shares and the Company and the Operating Partnership have

consulted their own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed

appropriate.

Section 12.Recognition of the U.S. Special Resolution Regimes.

(a)In the event that any Agent or Forward Purchaser that is a Covered Entity becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer from such Agent or Forward Purchaser of this

Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the

transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and

obligation, were governed by the laws of the United States or a state of the United States.

(b)In the event that any Agent or Forward Purchaser that is a Covered Entity or a BHC Act Affiliate

of such Agent or Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement that may be exercised against such Agent or Forward Purchaser are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution

Regime if this Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 12, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in,

and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered

bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the

regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection

Act and the regulations promulgated thereunder.

Section 13.Parties. This Agreement shall each inure to the benefit of and be binding upon the

Agents, the Forward Purchasers and the Company, the Operating Partnership and their respective successors.

Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or

corporation, other than the Agents, the Forward Purchasers, their respective Affiliates and selling agents, the

Company, the Operating Partnership and their respective successors and the controlling persons and officers and

directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy

or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions

and provisions hereof are intended to be for the sole and exclusive benefit of the Agents, the Forward Purchasers,

their respective Affiliates and selling agents, the Company, the Operating Partnership and their respective

successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for

the benefit of no other person, firm or corporation. No purchaser of Shares shall be deemed to be a successor by

reason merely of such purchase.

Notwithstanding the foregoing, any Forward Purchaser (the “Predecessor”) may assign all of its rights and

obligations under this Agreement to an affiliate of such Predecessor, which affiliate shall thereafter be substituted

for such Predecessor as a Forward Purchaser under this Agreement; provided that (1) such Predecessor and such

affiliate shall have entered into a written agreement evidencing such assignment by the Predecessor and the

acceptance of such assignment and the assumption of such obligations by such affiliate and (2) the Company

consents in writing to the assignment of the rights and obligations under this Agreement to the affiliate of such

Predecessor (such consent not to be unreasonably withheld).

Section 14.Trial by Jury. Each of the Company and the Operating Partnership (on their respective

behalf and, to the extent permitted by applicable law, on behalf of their respective stockholders and affiliates), and

the Agents and the Forward Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law,

any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the

transactions contemplated hereby.

Section 15.GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR

DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD

TO ITS CHOICE OF LAW PROVISIONS.

Section 16.Consent to Jurisdiction; Waiver of Immunity. Each of the Company, the Operating

Partnership, the Forward Purchasers and the Agents agrees that any legal suit, action or proceeding arising out of or

based upon this Agreement or the transactions contemplated hereby shall be instituted in (i) the federal courts of the

United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of

the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the

“Specified Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in

regard to the enforcement of a judgment of any Specified Court, as to which such jurisdiction is non-exclusive) of

the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by

mail to a party’s address set forth in Section 10 hereof shall be effective service of process upon such party for any

suit, action or proceeding brought in any Specified Court. Each of the Company, the Operating Partnership, the

Forward Purchasers and the Agents irrevocably and unconditionally waives any objection to the laying of venue of

any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to

plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has

been brought in an inconvenient forum.

Section 17.TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS

OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

Section 18.Counterparts and Electronic Signatures. This Agreement may be executed in any number

of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute

one and the same Agreement. Electronic signatures complying with the New York Electronic Signatures and

Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed

original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission

method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.

Section 19.Effect of Headings. The Section headings herein are for convenience only and shall not

affect the construction hereof.

[SIGNATURE PAGES FOLLOW]

[Signature Page to Equity Sales Agreement]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the

Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding

agreement between the Agents, Forward Purchasers and the Company in accordance with its terms.

Very truly yours,


SILA REALTY TRUST, INC.

By:	/s/ Kay C. Neely
Name:	Kay C. Neely
Title:	Chief Financial Officer, Executive Vice President, Treasurer and Secretary


SILA REALTY OPERATING PARTNERSHIP, LP

By:	Sila Realty Trust, Inc., its general partner

By:	/s/ Kay C. Neely
Name:	Kay C. Neely
Title:	Chief Financial Officer, Executive Vice President, Treasurer and Secretary

[Signature Page to Equity Sales Agreement]

ACCEPTED as of the date first written above:


BOFA SECURITIES, INC.

By:	/s/ Kevin King
Name:	Kevin King
Title:	Managing Director


WELLS FARGO SECURITIES, LLC

By:	/s/ Rohit Mehta
Name:	Rohit Mehta
Title:	Managing Director


TRUIST SECURITIES, INC.

By:	/s/ Geoffrey Fennel
Name:	Geoffrey Fennel
Title:	Director


BMO CAPITAL MARKETS CORP.

By:	/s/ Eric Benedict
Name:	Eric Benedict
Title:	Co-Head, Global Equity Capital Markets


HUNTINGTON SECURITIES, INC.

By:	/s/ Peter Dippolito
Name:	Peter Dippolito
Title:	Senior Managing Director


CITIGROUP GLOBAL MARKETS INC.

By:	/s/ Robert Murphy
Name:	Robert Murphy
Title:	Vice President


JANNEY MONTGOMERY SCOTT LLC

By:	/s/ David Lau
Name:	David Lau
Title:	Managing Director - Head of Equities

As Agents

[Signature Page to Equity Sales Agreement]

ACCEPTED as of the date first written above:


BANK OF AMERICA, N.A.

By:	/s/ Jake Mendelsohn
Name:	Jake Mendelsohn
Title:	Managing Director


WELLS FARGO BANK, NATIONAL ASSOCIATION

By:	/s/ Kevin Brillhart
Name:	Kevin Brillhart
Title:	Managing Director


TRUIST BANK

By:	/s/ Rakesh Mangat
Name:	Rakesh Mangat
Title:	Managing Director


BANK OF MONTREAL

By:	/s/ Brian Riley
Name:	Brian Riley
Title:	Managing Director, Global Markets


HUNTINGTON SECURITIES, INC.

By:	/s/ Peter Dippolito
Name:	Peter Dippolito
Title:	Senior Managing Director


CITIBANK, N.A.

By:	/s/ Eric Natelson
Name:	Eric Natelson
Title:	Authorized Signatory

As Forward Purchasers

Annex I-1

Annex I

SILA REALTY TRUST, INC.

Common Stock

($0.01 par value)

TERMS AGREEMENT

[ADDRESS OF AGENT]

Ladies and Gentlemen:

Sila Realty Trust, Inc., a Maryland corporation (the “Company”), proposes, on the basis of the

representations and warranties, and subject to the terms and conditions stated herein and in the ATM Equity

Offering Sales Agreement, dated August 12, 2025 (the “Sales Agreement”), among the Company, Sila Realty

Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and BofA Securities, Inc.

(“BofA”), Wells Fargo Securities, LLC (“WFS”), Truist Securities, Inc. (“Truist”), BMO Capital Markets Corp.

(“BMO”), Huntington Securities, Inc. (“HSI”), Citigroup Global Markets Inc. (“Citi”) and Janney Montgomery

Scott LLC (“Janney”), as sales agents, principals and/or (except in the case of Janney) forward sellers (in any such

capacity, each an “Agent”, and collectively, the “Agents”) and Bank of America, N.A., Wells Fargo Bank, National

Association, Truist Bank, Bank of Montreal, Huntington Securities, Inc. and Citibank, N.A., each as forward

purchaser (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”) to issue and

sell to [●] as principal for resale (the “Underwriter”), and the Underwriter agrees to purchase from the Company the

shares of Common Stock specified in the Schedule A hereto (the “[Initial] Securities”) [, and to grant to the

Underwriter the option to purchase the additional shares of Common Stock specified in the Schedule A hereto (the

“Option Securities”, and together with the Initial Securities, the “Securities”)]*,[in each case] * on the terms

specified in Schedule A hereto. Capitalized terms used and not defined herein have the respective meanings ascribed

thereto in the Sales Agreement.

[The Company grants an option to the Underwriter to purchase up to an additional [●] Option Securities at

the price per share set forth in Schedule A hereto, less an amount per share equal to any dividends or distributions

declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option

hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any

time from time to time upon notice by the Underwriter to the Company setting forth the number of Option Securities

as to which the Underwriter is then exercising the option and the time and date of payment and delivery for such

Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the

Underwriter, but shall not be later than seven full business days after the exercise of said option, nor in any event

prior to the Settlement Date (as defined below). If the option is exercised as to all or any portion of the Option

Securities, the Underwriter will purchase that proportion of the total number of Option Securities then being

purchased which the number of Initial Securities set forth in Schedule A hereto opposite the name of such

Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as [●] in its sole

discretion shall make to eliminate any sales or purchases of fractional shares. For purposes of clarity, the parties

hereto agree that the officers’ certificate, opinions and letter of counsel and accountant’s letter referred to in Section

3(o), (p) and (q), respectively, of the Sales Agreement are required to be delivered by or on behalf of the Company

on the Settlement Date.]*

Payment of the purchase price for, and delivery of certificates, if any, for, the Initial Securities shall be

made at the offices of [∙], New York, NY, or at such other place as shall be agreed upon by the Underwriter and the

Company, at 9:00 A.M. (New York City time) on the first (or second, if the pricing occurs after 4:30 P.M. (New

York City time) on any given day) business day after the date hereof (unless postponed in accordance with the

provisions of Section 9(c) of the Sales Agreement), or such other time not later than ten business days after such

date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery

being herein called “Settlement Date”).

Annex I-2

In addition, in the event that any or all of the Option Securities are purchased by the Underwriter, payment

of the purchase price for, and delivery of certificates, if any, for, such Option Securities shall be made at the above-

mentioned offices, or at such other place as shall be agreed upon by the Underwriter and the Company, on each Date

of Delivery as specified in the notice from the Underwriter to the Company.

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account

designated by the Company against delivery to the Underwriter for their respective account for the Securities to be

purchased by them. It is understood that the Underwriter has authorized [●] as representative of the Underwriter, for

its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities [and

the Option Securities, if any], which it has agreed to purchase. [●], individually and not as representative of the

Underwriter, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities [or the

Option Securities], if any, to be purchased by any Underwriter whose funds have not been received by the

Settlement Date or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such

Underwriter from its obligations hereunder.

Each of the provisions of the Sales Agreement not related solely to the Agent, as sales agent of the

Company, the Forward Purchasers, any Confirmation or any Confirmation Shares, is incorporated herein by

reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if each such

provision had been set forth in full herein. Each of the representations and warranties set forth in the Sales

Agreement shall be deemed to have been made at and as of the date of this Terms Agreement, the Applicable Time

and any Date of Delivery.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the

Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding

agreement among the Underwriter, the Company and the Operating Partnership in accordance with its terms.

THIS TERMS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER

OR RELATED TO THIS TERMS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN

ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE

OF LAW PROVISIONS.

Very truly yours,


SILA REALTY TRUST, INC.

By:
Name:
Title:


SILA REALTY OPERATING PARTNERSHIP, LP

By:	Sila Realty Trust, Inc., its general partner

By:
Name:
Title:

Annex I-3

ACCEPTED as of the date hereof:


[Underwriter]

By:
Name:
Title:

Annex I-4

[Include only if the Underwriter has an option to purchase additional shares of Common Stock from the Company.

Schedule A

Number of [Initial] Securities to be sold by the Company:

[Number of Option Securities which may be purchased by the Underwriter:]

Price per Security to be paid by the Underwriter:

Other Terms: [*]]

Annex II-1

Annex II

Form of Master ATM Forward Confirmation

Date:[*], 20[*]

To:Sila Realty Trust, Inc.

1001 Water Street, Suite 800

Tampa, Florida 33602

Attention: Chief Financial Officer

From: [DEALER NAME AND NOTICE INFORMATION]

Ladies and Gentlemen:

The purpose of this letter agreement (this “Master Confirmation”) is to confirm the terms and

conditions of certain forward transactions to be entered into from time to time (each, a “Transaction”

and, collectively, the “Transactions”) between [DEALER NAME] (“Dealer”) and Sila Realty Trust,

Inc. the (“Counterparty”) as contemplated in the ATM Equity Offering Sales Agreement, dated as of

[*], 20[*] (as may be amended from time to time, among the Dealer, the Counterparty and the other

parties thereto, the “Equity Sales Agreement”). Each Transaction will be evidenced by a

supplemental confirmation substantially in the form of Annex A hereto with a Trade Date specified

therein (each, a “Supplemental Confirmation”, and, together with its related Pricing Supplement

(as defined herein) and this Master Confirmation, a “Confirmation” for purposes of the Agreement

specified below).

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity

Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are

incorporated into each Confirmation.

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or

refrained from engaging in, substantial financial transactions and has taken other material actions in

reliance upon the parties’ entry into any Transaction to which a Confirmation relates on the terms and

conditions set forth below.

1.Each Confirmation evidences a complete and binding agreement between Dealer and

Counterparty as to the terms of the Transaction to which such Confirmation relates, and shall

supersede all prior or contemporaneous written or oral communications with respect thereto.

Each Confirmation shall supplement, form a part of, and be subject to an agreement in the form

of the ISDA 2002 Master Agreement (the “Agreement”) as if Dealer and Counterparty had

executed an agreement in such form (without any Schedule but (i) with the elections set forth in

such Confirmation and (ii) with the election that the “Cross Default” provisions of Section 5(a)(vi)

of the Agreement will apply to Dealer and Counterparty as if (a) the phrase “, or becoming

capable at such time of being declared,” were deleted from Section 5(a)(vi)(1) of the Agreement,

(b)(i) the “Threshold Amount” with respect to Dealer were three percent of the [shareholders’]

[members’] equity of [Dealer][[*] (“Dealer Parent”)] and (ii) the “Threshold Amount” with respect to

Counterparty were USD 25 million in respect of Specified Indebtedness that allows full recourse

to Counterparty and USD 50 million in respect of Specified Indebtedness that are non-recourse to

Counterparty, (c) the following language were added to the end of Section 5(a)(vi) of the

Agreement: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not

constitute an Event of Default if (x) the default was caused solely by error or omission of an

Annex II-2

administrative or operational nature; (y) funds were available to enable the party to make the

payment when due; and (z) the payment is made within two Local Business Days of such party’s

receipt of written notice of its failure to pay.” and (d) the term “Specified Indebtedness” had the

meaning specified in Section 14 of the Agreement, except that such term shall not include

obligations in respect of deposits received in the ordinary course of a party’s banking business

and obligations with respect to which recourse for payment is limited to specific assets

encumbered by a lien securing such obligations). In the event of any inconsistency between the

Agreement, this Master Confirmation, any Supplemental Confirmation, the related Pricing

Supplement (as defined below) and the Equity Definitions, the following will prevail for purposes

of the related Transaction in the order of precedence indicated: (i) such Pricing Supplement, (ii)

such Supplemental Confirmation, (iii) this Master Confirmation, (iv) the Equity Definitions and (v)

the Agreement.

The parties hereby agree that, notwithstanding anything to the contrary in any other agreement

between Counterparty or its affiliates and Dealer or its affiliates, (x) the Agreement shall only

govern the Transactions hereunder, and (y) the Transactions hereunder shall not be subject to

any other master agreements or netting agreements, whether based on forms published by ISDA

or otherwise. For purposes of the Equity Definitions, each Transaction to which this Master

Confirmation relates is a Share Forward Transaction.

2.The terms of each Transaction to which this Master Confirmation relates are as follows:



General Terms:

Trade Date:	For each Transaction, as specified in the related Supplemental Confirmation.

Effective Date:	For each Transaction, the first day occurring on or after the Trade Date on which Shares sold through [AGENT NAME] acting as forward seller for Dealer (in such capacity, the “Agent”), pursuant to the Equity Sales Agreement, have settled.

Seller:	Counterparty

Buyer:	Dealer

Shares:	The common stock of Counterparty, par value USD 0.01 per share (Ticker Symbol: “SILA”)

Initial Number of Shares:	For each Transaction, as specified in the related Pricing Supplement, to be the aggregate number of Shares sold through the Agent pursuant to the Equity Sales Agreement in respect of such Transaction during the period from and including the related Trade Date through and including the Hedge Completion Date (the “Initial Hedge Period”).

Annex II-3


Hedge Completion Date:	For each Transaction, as specified in the related Pricing Supplement, the earliest to occur of (i) a date specified in writing as the Hedge Completion Date by Counterparty, (ii) the Hedging Deadline Date, (iii) any Settlement Date, and (iv) the first day that all the sales of Shares up to the Maximum Number of Shares to be Sold in respect of such Transaction have settled.

Hedging Deadline Date:	For each Transaction, as specified in the related Supplemental Confirmation.
Pricing Supplement:	For each Transaction, Dealer shall deliver to Counterparty an executed pricing supplement substantially in the form of Annex B hereto (the related “Pricing Supplement”) no later than the first Local Business Day immediately following the Hedge Completion Date.

Maximum Number of Shares to be Sold:	For each Transaction, as specified in the related Supplemental Confirmation.

Initial Forward Price:	For each Transaction, as specified in the related Pricing Supplement, being the product of (x) the Initial Forward Price Percentage multiplied by (y) the volume weighted average price at which the Forward Hedge Shares are sold through the Agent as forward seller pursuant to the Equity Sales Agreement in respect of such Transaction, adjusted as the Calculation Agent determines appropriate to (i) reflect on each relevant day during such period the sum of 1 and the Daily Rate for such day multiplied by the then-Initial Forward Price as of such day (which for the avoidance of doubt, shall be based on sales of Forward Hedge Shares that have settled) and (ii) reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount on each Forward Price Reduction Date for such Transaction occurring on or before the Hedge Completion Date.

Initial Forward Price Percentage:	For each Transaction, as specified in the related Supplemental Confirmation.

Annex II-4


Forward Price:	For each Transaction: (a) On the Hedge Completion Date, the Initial Forward Price; and (b) on each calendar day thereafter, (i) the Forward Price as of the immediately preceding calendar day multiplied by (ii) the sum of 1 and the Daily Rate for such day; provided that, on each Forward Price Reduction Date, the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.

Daily Rate:	For any day, a rate (which may be positive or negative) equal to (a) (i) the Overnight Bank Rate for such day, minus (ii) the Spread, divided by (b) 360.

Overnight Bank Rate:	For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate,” as such rate is displayed on Bloomberg Screen “OBFR01 <Index> <GO>”, or any successor page; provided that, if no rate appears for a particular day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.

Spread:	For each Transaction, as specified in the related Supplemental Confirmation.

Prepayment:	Not Applicable

Variable Obligation:	Not Applicable

Forward Price Reduction Dates:	For each Transaction, as set forth on Schedule I to the applicable Supplemental Confirmation.

Forward Price Reduction Amounts:	For each Forward Price Reduction Date of a Transaction, as set forth in Schedule I to the applicable Supplemental Confirmation opposite such date on Schedule I.

Exchange:	The New York Stock Exchange

Related Exchange(s):	All Exchanges

Clearance System:	The Depository Trust Company

Securities Act:	Securities Act of 1933, as amended

Annex II-5



Exchange Act:	Securities Exchange Act of 1934, as amended

Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by replacing the first sentence in its entirety with the following: “‘Market Disruption Event’ means in respect of a Share or an Index, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange Disruption, (iii) an Early Closure or (iv) a Regulatory Disruption, in each case that the Calculation Agent determines, in its commercially reasonable judgment, is material.”

Early Closure:	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Regulatory Disruption:	Any event that Dealer, based on the advice of counsel, determines makes it necessary or reasonably appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures that generally apply to transactions of a nature and kind similar to the applicable Transaction, applied in a non-discriminatory manner, and have been adopted in good faith by Dealer for Dealer to refrain from or decrease any market activity in connection with such Transaction. Dealer shall promptly notify Counterparty upon exercising its rights pursuant to this provision and shall subsequently notify Counterparty in writing on the day Dealer reasonably believes in good faith and upon the advice of counsel that it may resume its market activity.

Settlement:

Settlement Currency:	USD (all amounts shall be converted to the Settlement Currency in good faith and in a commercially reasonable manner by the Calculation Agent)

Settlement Date:	For each Transaction, any Scheduled Trading Day following the Effective Date and up to and including the Final Date that is either:

Annex II-6


	(a) designated by Counterparty as a “Settlement Date” for such Transaction by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements, if applicable, and is delivered to Dealer no less than (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Final Date, if Physical Settlement applies, and (ii) 60 Scheduled Trading Days prior to such Settlement Date, which may be the Final Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its commercially reasonable hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than one Scheduled Trading Day prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, no fewer than one Scheduled Trading Day prior thereto, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; or

	(b) designated by Dealer as a Settlement Date for such Transaction pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below;

	provided that the Final Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided, further, that, following the occurrence of at least five consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Final Date:	For each Transaction, as specified in the related Supplemental Confirmation (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Annex II-7


Settlement Shares:	(a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall, in the case of a designation by Counterparty, (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

	(b) with respect to the Settlement Date on the Final Date, a number of Shares equal to the Number of Shares at that time;

	in each case with the Number of Shares determined taking into account pending Settlement Shares.

Settlement Method Election:	For each Transaction, Physical Settlement, Cash Settlement, or Net Share Settlement, at the election of Counterparty as set forth in a Settlement Notice that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Dealer is unable to unwind its commercially reasonable hedge by the end of the Unwind Period (taking into account any additional Transactions with overlapping “Unwind Periods” (as defined in the applicable Confirmations)) (A) in a manner that, in the commercially reasonable discretion of Dealer, based on advice of counsel, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 under the Exchange Act (“Rule 10b-18”) or (B) due to the occurrence of five or more consecutive Disrupted Days, (iii) to any Termination Settlement Date (as defined under “Termination Settlement” in Paragraph 7(g) below) and (iv) if the Final Date is a Settlement Date other than as the result of a valid Settlement Notice, in respect of such Settlement Date; provided, further, that, if Physical Settlement applies under clause (ii) immediately above, Dealer shall provide written notice to Counterparty at least one Scheduled Trading Day prior to the applicable Settlement Date.

Annex II-8

Settlement Notice Requirements:

Notwithstanding any other provision hereof, a Settlement

Notice delivered by Counterparty that specifies Cash

Settlement or Net Share Settlement will not be effective to

establish a Settlement Date or require Cash Settlement or Net

Share Settlement unless Counterparty delivers to Dealer with

such Settlement Notice a representation, dated as of the date

of such Settlement Notice and signed by Counterparty,

containing (x) the provisions set forth in clause (i) under the

heading “Additional Representations and Agreements of

Counterparty” in Paragraph 7(e) below and (y) a

representation from Counterparty that neither Counterparty nor

any of its subsidiaries has applied, and shall not until after the

first date on which no portion of the applicable Transaction

remains outstanding following any final exercise and

settlement, cancellation or early termination of such

Transaction, apply, for a loan, loan guarantee, direct loan, or

other investment, or receive any financial assistance or relief

under any program or facility (collectively “Financial

Assistance”) that (I) is established under applicable law

(whether in existence as of the applicable Trade Date or

subsequently enacted, adopted or amended), including without

limitation the Federal Reserve Act, as amended, and (II) (X)

requires under applicable law (or any regulation, guidance,

interpretation or other pronouncement of a governmental

authority with jurisdiction for such program or facility) as a

condition of such Financial Assistance, that Counterparty

comply with any requirement not to, or otherwise agree, attest,

certify or warrant that it has not, as of the date specified in

such condition, repurchased, or will not repurchase, any equity

security of the Issuer, and that it has not, as of the date

specified in the condition, made a capital distribution or will not

make a capital distribution, or (Y) where the terms of such

Transaction would cause Counterparty under any

circumstance to fail to satisfy any condition for application for

or receipt or retention of the Financial Assistance (collectively

“Restricted Financial Assistance”), other than any such

applications for Restricted Financial Assistance with respect to

which

Annex II-9


	(x) Counterparty has determined based on the advice of outside counsel of national standing that the terms of such Transaction would not cause Counterparty or its subsidiary, as applicable, to fail to satisfy any condition for application for or receipt or retention of such Restricted Financial Assistance based on the terms of the program or facility as of the date of such advice or (y) Counterparty has delivered to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that such Transaction is permitted under such program or facility (either by specific reference to such Transaction or by general reference to transactions with the attributes of such Transaction in all relevant respects).

Physical Settlement:	If Physical Settlement is applicable, then Counterparty shall deliver to Dealer through the Clearance System a number of Shares equal to the Settlement Shares for such Settlement Date, and Dealer shall pay to Counterparty, by wire transfer of immediately available funds to an account designated by Counterparty, an amount equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

Physical Settlement Amount:	For each Transaction, for any Settlement Date for which Physical Settlement is applicable, an amount in cash equal to the product of (a) the Forward Price in effect on the relevant Settlement Date multiplied by (b) the Settlement Shares for such Settlement Date.

Cash Settlement:	On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount is a positive number, Dealer will pay the Cash Settlement Amount to Counterparty. If the Cash Settlement Amount is a negative number, Counterparty will pay the absolute value of the Cash Settlement Amount to Dealer. Such amounts shall be paid on such Settlement Date by wire transfer of immediately available funds.

Annex II-10


Cash Settlement Amount:	For each Transaction, an amount determined by the Calculation Agent equal to:

	(a) (i)(A) the weighted average (weighted on the same basis as clause (B)) of the Forward Prices on each day during period that begins one Settlement Cycle following the first day of the applicable Unwind Period and ends on the applicable Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during such Unwind Period, which is accounted for in clause (b) below), minus a commercially reasonable commission (reasonable evidence of which shall be provided to Counterparty by Dealer), not to exceed USD 0.02, minus (B) the weighted average price (the “Unwind Purchase Price”) at which Dealer purchases Shares during the Unwind Period to unwind its hedge with respect to the portion of the Number of Shares to be settled during the Unwind Period, assuming that Dealer has a commercially reasonable hedge position and unwinds its hedge position in a commercially reasonable manner, to be settled during such Unwind Period (including, for the avoidance of doubt, purchases on any Disrupted Day in part), taking into account Shares anticipated to be delivered or received if Net Share Settlement applies, and the restrictions of Rule 10b-18 agreed to hereunder, multiplied by (ii) the Settlement Shares for the relevant Settlement Date; minus



	(b) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period and (ii) the number of Settlement Shares for such Settlement Date with respect to which Dealer has not unwound its hedge (assuming that Dealer has a commercially reasonable hedge position and unwinds its hedge position in a commercially reasonable manner), including the settlement of such unwinds, as of such Forward Price Reduction Date.

Annex II-11


Net Share Settlement:	On any Settlement Date in respect of which Net Share Settlement applies, if the Cash Settlement Amount is a (i) positive number, Dealer shall deliver a number of Shares to Counterparty equal to the Net Share Settlement Shares, or (ii) negative number, Counterparty shall deliver a number of Shares to Dealer equal to the Net Share Settlement Shares; provided that, if Dealer determines in its commercially reasonable judgment that it would be required to deliver Net Share Settlement Shares to Counterparty, Dealer may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.

Net Share Settlement Shares:	With respect to a Settlement Date, the absolute value of the Cash Settlement Amount divided by the Unwind Purchase Price, with the number of Shares rounded up in the event such calculation results in a fractional number.

Unwind Period:	The period from and including the first Exchange Business Day following the date Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the Scheduled Trading Day preceding such Settlement Date, subject to “Termination Settlement” as described in Paragraph 7(g) below.

Failure to Deliver:	Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable.

Share Cap:	For each Transaction, notwithstanding any other provision of the applicable Confirmation, in no event will Counterparty be required to deliver to Dealer on any Settlement Date for such Transaction, whether pursuant to Physical Settlement, Net Share Settlement or any Private Placement Settlement, a number of Shares in excess of (i) 1.5 times the Initial Number of Shares, subject to adjustment from time to time in accordance with the provisions of such Confirmation or the Equity Definitions minus (ii) the aggregate number of Shares delivered by Counterparty to Dealer hereunder prior to such Settlement Date.

Adjustments:

Annex II-12


Method of Adjustment:	Calculation Agent Adjustment. Section 11.2(e) of the Equity Definitions is hereby amended by deleting clauses (iii) and (v) thereof, and Section 11.2(e)(vii) of the Equity Definitions is hereby amended by adding the words “that is within the Issuer’s control” immediately after the word “event”. For the avoidance of doubt, neither the issuance of stock options, restricted stock or restricted stock units in the ordinary course pursuant to Counterparty’s employee incentive plans nor the declaration or payment of a cash dividend will constitute a Potential Adjustment Event.

Additional Adjustment:	For each Transaction, if Dealer (or an affiliate of Dealer) determines, in its commercially reasonable judgment, that its actual cost, excluding the federal funds or other interest rate component payable by the relevant stock lender to Dealer or such affiliate, over any 10 consecutive Scheduled Trading Day period of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to such Transaction exceeds a weighted average rate equal to the Initial Stock Loan Fee, then the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to the Initial Stock Loan Fee during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price.

Initial Stock Loan Fee:	For each Transaction, as specified in the related Supplemental Confirmation.

Extraordinary Events:	In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%”.

Non-Reliance:	Applicable

Agreements and Acknowledgments:

Regarding Hedging Activities:	Applicable

Annex II-13



Additional Acknowledgments:	Applicable

Transfer:	Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under each Transaction, in whole or in part, to (A) an affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer, in each case of clause (A) and (B), with the consent of Counterparty, which shall not be unreasonably withheld or delayed; provided that, at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers, obligations, privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, with respect to any payments or deliveries under the Agreement.

Annex II-14


3. Calculation Agent:	Dealer whose judgments, determinations and calculations shall be made in good faith and in a commercially reasonable manner; provided that when making any determination or calculation, as Calculation Agent, hereunder, Dealer shall act in a manner consistent with the requirements, policies or procedures of Dealer that are generally applicable in similar situations and applied to transactions that are similar to the Transaction in a non-discriminatory manner; provided, further, that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any calculation, adjustment or determination required to be made by the Calculation Agent hereunder or to perform any obligation of the Calculation Agent hereunder and such failure continues for five Exchange Business Days following notice to the Calculation Agent by Counterparty of such failure, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent. Following any determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent shall promptly (but in any event within five Scheduled Trading Days) provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including any assumptions used in making such determination or calculation), it being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential models or other proprietary or confidential information used by it for such determination or calculation or other information that the Calculation Agent is under a contractual, legal or regulatory obligation not to disclose.
4. Account Details:

(a) Account for delivery of Shares to Dealer:	To be furnished

(b) Account for delivery of Shares to Counterparty:	To be furnished

(c) Account for payments to Counterparty:	To be advised under separate cover or telephone confirmed prior to each Settlement Date

Annex II-15



(d) Account for payments to Dealer:	To be advised under separate cover or telephone confirmed prior to each Settlement Date

5. Offices:

The Office of Counterparty for each Transaction is: Inapplicable, Counterparty is not a Multibranch

Party

The Office of Dealer for each Transaction is: [New York][●]

6. Notices: For purposes of each Confirmation:

(a) Address for notices or communications to Counterparty:

Sila Realty Trust, Inc.

1001 Water Street, Suite 800

Tampa, Florida 33602

Attention: Chief Financial Officer

(b) Address for notices or communications to Dealer:

[INSERT DEALER NAME AND NOTICE INFORMATION]

7. Other Provisions:

(a) Conditions to Effectiveness. A Transaction shall be effective if and only if Shares related to

such Transaction are sold by the Agent during the Initial Hedge Period for such Transaction pursuant to

the Equity Sales Agreement. If the Equity Sales Agreement is terminated prior to any such sale of Shares

thereunder, the parties shall have no further obligations in connection with such Transaction, other than in

respect of breaches of representations or covenants on or prior to such date. For the avoidance of doubt,

if the Equity Sales Agreement is terminated prior to a Hedge Completion Date, the related Transaction

shall remain effective with respect to any Shares that had been sold by the Agent on or after the Trade

Date and prior to such termination.

(b) Equity Sales Agreement Representations, Warranties and Covenants. For each Transaction,

on the date hereof, the Trade Date of such Transaction and, on each Settlement Date (as defined in the

Equity Sales Agreement) for sales of the related Shares, Counterparty repeats and reaffirms as of such

date all of the representations and warranties contained in the Equity Sales Agreement. Counterparty

hereby agrees to comply with its covenants contained in the Equity Sales Agreement as if such covenants

were made in favor of Dealer.

entered into in accordance with the October 9, 2003 interpretive letter from the staff of the Securities and

Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”) and agrees to take all

actions, and to omit to take any actions, reasonably requested by the other party, based on advice of

counsel, for each Transaction to comply with the Interpretive Letter. Without limiting the foregoing,

Counterparty agrees that neither it nor any “affiliated purchaser” (as defined in Regulation M (“Regulation

M”) promulgated under the Exchange Act) will, directly or indirectly, bid for, purchase or attempt to induce

any person to bid for or purchase, the Shares or securities that are convertible into, or exchangeable or

Annex II-16

exercisable for, Shares during any “restricted period” as such term is defined in Regulation M. In addition,

Counterparty represents that it is eligible to conduct a primary offering of Shares on Form S-3, the offering

contemplated by the Equity Sales Agreement complies with Rule 415 under the Securities Act, and the

Shares are “actively traded” as defined in Rule 101(c)(1) of Regulation M.

(d) Agreements and Acknowledgments Regarding Shares.

(i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to

Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the

parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid

and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any

preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on

the Exchange.

(ii) Counterparty agrees and acknowledges that Dealer (or an affiliate of Dealer) will

hedge its exposure to each Transaction by selling Shares borrowed from third party securities

lenders or other Shares pursuant to a registration statement, and that, pursuant to the terms of

the Interpretive Letter, the Shares (up to the Initial Number of Shares) delivered, pledged or

loaned by Counterparty to Dealer (or an affiliate of Dealer) in connection with such Transaction

may be used by Dealer (or an affiliate of Dealer) to return to securities lenders without further

registration or other restrictions under the Securities Act, in the hands of those securities lenders,

irrespective of whether such securities loan is effected by Dealer or an affiliate of Dealer.

Accordingly, subject to Paragraph 7(h) below, Counterparty agrees that the Shares that it delivers,

pledges or loans to Dealer (or an affiliate of Dealer) in connection with any Transaction will not

bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall

be effected through the facilities of, the Clearance System.

(iii) Counterparty agrees and acknowledges that it has reserved and will keep available at

all times, free from preemptive or similar rights and free from any lien, charge, claim or other

encumbrance, authorized but unissued Shares at least equal to the Share Cap, solely for the

purpose of settlement under each Transaction.

(iv) Unless the provisions set forth below under “Private Placement Procedures” are

applicable, Dealer agrees to use any Shares delivered by Counterparty hereunder on any

Settlement Date to return to securities lenders to close out open securities loans created by

Dealer or an affiliate of Dealer in the course of Dealer’s or such affiliate’s hedging activities

related to Dealer’s exposure under each Transaction.

(v) In connection with bids and purchases of Shares in connection with any Cash

Settlement or Net Share Settlement of any Transaction, Dealer shall use commercially

reasonable efforts to conduct its activities, or cause its affiliates to conduct their activities, in a

manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the

Exchange Act, as if such provisions were applicable to such purchases and any analogous

purchases under any other Transactions, taking into account any applicable Securities and

Exchange Commission no action letters, as appropriate.

(vi) Counterparty agrees with Dealer that ownership positions of Shares held by Dealer

or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such

affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer,

and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such

positions, in each case, for purposes of Article VI of the Charter.

Annex II-17

(xvi) Counterparty acknowledges that Dealer, solely in its capacity as a Forward

Purchaser (as defined in the Equity Sales Agreement), and the Agent, and solely with respect to

entering into and consummating the transactions contemplated by this Master Confirmation, any

Confirmation and the Equity Sales Agreement, as applicable, may, to the extent necessary to

consummate the transactions contemplated by this Master Confirmation, any Confirmation and

the Equity Sales Agreement, “Beneficially Own” and “Constructively Own” Shares in excess of the

“Aggregate Share Ownership Limit” and the “Common Share Ownership Limit” (each as defined

in the Charter) by virtue of entering into transactions described in Section 6.1.7 of the Charter.

(e) Additional Representations and Agreements of Counterparty. Counterparty represents,

warrants and agrees as follows:

(i) Counterparty represents to Dealer on each Trade Date and on any date that

Counterparty notifies Dealer that Cash Settlement or Net Share Settlement applies to the

applicable Transaction, that (A) Counterparty is not aware of any material nonpublic information

regarding Counterparty or the Shares, (B) each of its filings under the Securities Act, the

Exchange Act or other applicable securities laws that are required to be filed have been filed and

that, as of the date of this representation, when considered as a whole (with the more recent such

filings deemed to amend inconsistent statements contained in any earlier such filings), there is no

misstatement of material fact contained therein or omission of a material fact required to be

stated therein or necessary to make the statements made therein, in the light of the

circumstances under which they were made, not misleading, and (C) Counterparty is neither

entering into the Confirmation for such Transaction (including the related Supplemental

Confirmation) nor making any election hereunder to create actual or apparent trading activity in

the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or

otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for

Shares) or otherwise in violation of the Exchange Act. In addition to any other requirement set

forth herein, Counterparty agrees not to designate, or to appropriately rescind or modify a prior

designation of, any Settlement Date if it is notified by Dealer that, in the reasonable determination

of Dealer, based on advice of counsel, such settlement or Dealer’s related market activity in

respect of such date would result in a violation of any applicable federal or state law or regulation,

including the U.S. federal securities laws.

(ii) It is the intent of Dealer and Counterparty that following any election of Cash

Settlement or Net Share Settlement by Counterparty, the purchase of Shares by Dealer during

any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange

Act, and that each Confirmation (including the related Supplemental Confirmation) shall be

interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act.

Counterparty acknowledges that (A) during any Unwind Period Counterparty shall not have, and

shall not attempt to exercise, any influence over how, when or whether to effect purchases of

Shares by Dealer (or its agent or affiliate) in connection with the applicable Confirmation and

(B) Counterparty is entering into, and shall act with respect to, the Agreement and such

Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal

securities laws including, without limitation, Rule 10b-5 under the Exchange Act.

(iii) Counterparty shall, at least one day prior to the first day of any Unwind Period, notify

Dealer of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to

the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Counterparty or any of

its affiliated purchasers during each of the four calendar weeks preceding the first day of the

Unwind Period and during the calendar week in which the first day of the Unwind Period occurs

Annex II-18

(“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in

Rule 10b-18).

(iv) During any Unwind Period, Counterparty shall (i) notify Dealer prior to the opening of

trading in the Shares on any day on which Counterparty makes, or reasonably expects in

advance of the opening to be made, any public announcement (as defined in Rule 165(f) under

the Securities Act) of any merger, acquisition, or similar transaction involving a recapitalization

relating to Counterparty (other than any such transaction in which the consideration consists

solely of cash and there is no valuation period), (ii) promptly notify Dealer following any such

announcement that such announcement has been made, and (iii) promptly deliver to Dealer

following the making of any such announcement information indicating (A) Counterparty’s

average daily Rule 10b-18 purchases (as defined in Rule 10b-18) during the three full calendar

months preceding the date of the announcement of such transaction and (B) Counterparty’s block

purchases (as defined in Rule 10b-18) effected pursuant to Rule 10b-18(b)(4) during the three full

calendar months preceding the date of the announcement of such transaction. In addition,

Counterparty shall promptly notify Dealer of the earlier to occur of the completion of such

transaction and the completion of the vote by target shareholders.

(v) Neither Counterparty nor any of its affiliated purchasers (within the meaning of Rule

10b-18) shall take or refrain from taking any action (including, without limitation, any direct

purchases by Counterparty or any of its affiliates, or any purchases by a party to a derivative

transaction with Counterparty or any of its affiliates), either under a Confirmation, under an

agreement with another party or otherwise, that Counterparty reasonably believes to cause any

purchases of Shares by Dealer or any of its affiliates in connection with any Cash Settlement or

Net Share Settlement of a Transaction not to meet the requirements of the safe harbor provided

by Rule 10b-18 determined as if all such foregoing purchases were made by Counterparty.

(vi) Counterparty will not engage in any “distribution” (as defined in Regulation M), other

than a distribution meeting, in each case, the requirements of an exception set forth in each of

Rules 101(b) and 102(b) of Regulation M that would cause a “restricted period” (as defined in

Regulation M) to occur during any Unwind Period.

(vii) Counterparty is not, and after giving effect to the transactions contemplated hereby

will not be, required to register as an “investment company” as such term is defined in the

Investment Company Act of 1940, as amended.

(viii) Counterparty is not insolvent, nor will Counterparty be rendered insolvent as a result

of such Transaction or its performance of the terms hereof.

(ix) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty

acknowledges that Dealer is not making any representations or warranties or taking any position

or expressing any view with respect to the treatment of any Transaction under any accounting

standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and

Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives

and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under

FASB’s Liabilities & Equity Project.

(x) Counterparty understands that no obligations of Dealer to it hereunder will be entitled

to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate

of Dealer or any governmental agency.

Annex II-19

(xi) Counterparty represents as of the date hereof and as of the Trade Date of each

Transaction, that to Counterparty’s actual knowledge, no federal, state or local (including non-

U.S. jurisdictions) law, rule, regulation or regulatory order applicable to the Shares would give rise

to any reporting, consent, registration or other requirement (including without limitation a

requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates

owning or holding (however defined) Shares, other than Sections 13 and 16 under the Exchange

Act or Article VI of the Third Articles of Amendment and Restatement of Sila Realty Trust, Inc., as

amended and supplemented (the “Charter”); provided that Counterparty makes no representation

or warranty regarding any such requirement that is applicable generally to the ownership of equity

securities by Dealer or its affiliates solely as a result of their being a financial institution or broker-

dealer.

(xii) Counterparty represents as of the date hereof and as of the Trade Date of each

Transaction, that no filing with, or approval, authorization, consent, license, registration,

qualification, order or decree of, any court or governmental authority or agency, domestic or

foreign, is necessary or required for the execution, delivery and performance by Counterparty of

the relevant Confirmation and the consummation of such Transaction (including, without

limitation, the issuance and delivery of Shares on any Settlement Date) except (i) such as have

been obtained under the Securities Act and (ii) as may be required to be obtained under state

securities laws.

(xiii) Counterparty (i) has such knowledge and experience in financial and business

affairs as to be capable of evaluating the merits and risks of entering into each Transaction; (ii)

has consulted with its own legal, financial, accounting and tax advisors in connection with each

Transaction; and (iii) is entering into each Transaction for a bona fide business purpose.

(xiv) Counterparty will, by the next succeeding Scheduled Trading Day notify Dealer upon

obtaining knowledge of the occurrence of any event that would constitute an Event of Default, a

Potential Event of Default or a Potential Adjustment Event.

(xv) Counterparty (i) is capable of evaluating investment risks independently, both in

general and with regard to each Transaction, (ii) will exercise independent judgment in evaluating

the recommendations of any broker-dealer or its associated persons, unless it has otherwise

notified the broker-dealer in writing; and (iii) has total assets of at least USD 50 million as of the

date hereof.

(f) Acceleration Events. For each Transaction, each of the following events shall constitute an

“Acceleration Event” for such Transaction:

(i) Stock Borrow Event. In the commercially reasonable judgment of Dealer, Dealer (or an

affiliate of Dealer) (A) is not able to hedge in a commercially reasonable manner its exposure

under such Transaction because insufficient Shares are made available for borrowing by

securities lenders or (B) would incur a cost to borrow (or to maintain a borrow of) Shares to hedge

in a commercially reasonable manner its exposure under such Transaction that is greater than a

rate equal to the Maximum Stock Loan Fee, as specified in the related Supplemental

Confirmation (each, a “Stock Borrow Event”);

(ii) Dividends and Other Distributions. On any day occurring after the Trade Date for such

Transaction, Counterparty declares a distribution, issue or dividend to existing holders of the

Shares of (A) any cash dividend (other than an Extraordinary Dividend) to the extent all cash

dividends having an ex-dividend date during the period from, and including, any Forward Price

Annex II-20

Reduction Date (with such Trade Date being a Forward Price Reduction Date for purposes of this

paragraph (ii) only) to, but excluding, the next subsequent Forward Price Reduction Date

exceeds, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first

date of any such period on Schedule I to the related Supplemental Confirmation, (B) any

Extraordinary Dividend, (C) any share capital or other securities of another issuer acquired or

owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction

or (D) any other type of securities (other than Shares), rights or warrants or other assets, in any

case for payment (cash or other consideration) at less than the prevailing market price, as

determined in a commercially reasonable manner by Dealer; “Extraordinary Dividend” means

any dividend or distribution (that is not an ordinary cash dividend) declared by the Issuer with

respect to the Shares that, in the commercially reasonable determination of Dealer, is (1) a

dividend or distribution declared on the Shares at a time at which the Issuer has not previously

declared or paid dividends or distributions on such Shares for the prior four quarterly periods, (2)

a payment or distribution by the Issuer to holders of Shares that the Issuer announces will be an

“extraordinary” or “special” dividend or distribution, (3) a payment by the Issuer to holders of

Shares out of the Issuer’s capital and surplus or (4) any other “special” dividend or distribution on

the Shares that is, by its terms or declared intent, outside the normal course of operations or

normal dividend policies or practices of the Issuer;

(iii) ISDA Termination. Either Dealer or Counterparty has the right to designate an Early

Termination Date pursuant to Section 6 of the Agreement, in which case, except as otherwise

specified herein and except as a result of an Event of Default under Section 5(a)(i) of the

Agreement, the provisions of Paragraph 7(g) below shall apply in lieu of the consequences

specified in Section 6 of the Agreement;

(iv) Other ISDA Events. An Announcement Date occurs in respect of any Merger Event,

Tender Offer, Nationalization, Insolvency, Delisting or the occurrence of any Hedging Disruption or

Change in Law; provided that, in case of a Delisting, in addition to the provisions of Section

12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in

the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of

the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market

(or their respective successors); provided, further, that (i) the definition of “Change in Law”

provided in Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (A) replacing the

phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement

of the formal or informal interpretation” and (B) immediately following the word “Transaction” in

clause (X) thereof, adding the phrase “in the manner contemplated by Dealer on the Trade Date”

and (ii) any determination as to whether (A) the adoption of or any change in any applicable law

or regulation (including, without limitation, any tax law) or (B) the promulgation of or any change

in or announcement or statement of the formal or informal interpretation by any court, tribunal or

regulatory authority with competent jurisdiction of any applicable law or regulation (including any

action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made

without regard to Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the

“WSTAA”) or any similar provision in any legislation enacted on or after the date hereof; or

(v) Ownership Event. In the good faith judgment of Dealer, on any day, the Share Amount

for such day exceeds the Post-Effective Limit for such day (if any applies) (each, an “Ownership

Event”). For purposes of this clause (v), the “Share Amount” as of any day is the number of

Shares that Dealer and any person whose ownership position would be aggregated with that of

Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation or

regulatory order or Counterparty constituent document that for any reason is, or after the date

hereof becomes, applicable to ownership of Shares (“Applicable Provisions”), owns, beneficially

Annex II-21

owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant

definition of ownership of under the Applicable Provisions, as determined by Dealer in its

reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that

would give rise to reporting or registration obligations (except for any filing requirements on Form

13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case, as in effect on the

applicable Trade Date) or other requirements (including obtaining prior approval from any person

or entity) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under the

Applicable Provisions, as determined by Dealer in its reasonable discretion, minus (y) 1.0% of the

number of Shares outstanding.

For the avoidance of doubt, Dealer shall, when making any such determination, act in good faith

in a reasonable manner, and to the extent applicable, in a manner consistent with the

requirements, policies or procedures of Dealer that are generally applicable in similar situations

and applied to transactions that are similar to the Transaction in a non-discriminatory manner;

and upon request from Counterparty, Dealer shall as promptly as commercially practicable

provide Counterparty with a written explanation describing in reasonable detail any determination

made by Dealer (but without disclosing Dealer’s proprietary models or other information that may

be proprietary or confidential or subject to a contractual, legal or regulatory obligations to not

disclose such information).

(g) Termination Settlement. Upon the occurrence of any Acceleration Event, Dealer shall have the

right to designate, upon at least one Scheduled Trading Day’s prior notice, any Scheduled Trading Day

following such occurrence to be a Settlement Date for such Transaction (a “Termination Settlement

Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to

such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an

Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number

of Shares necessary to reduce the Share Amount to reasonably below the Post-Effective Limit and (ii) in

the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares

so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event

exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding

sentence, Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement

Date when due or otherwise fails to perform obligations within its control in respect of a Transaction, it

shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. If an

Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which

Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to

such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement

or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind

Period as to which Dealer has unwound its hedge (assuming that Dealer has a commercially reasonable

hedge and unwinds its hedge in a commercially reasonable manner) and Physical Settlement shall apply

in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares

designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event occurs

after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the

relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such

Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the

first sentence hereof. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at

the time of the related Relevant Settlement Date the Shares have changed into cash or any other

property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of

the Shares as it determines appropriate to account for such change such that the nature of the Shares is

consistent with what shareholders receive in such event.

Annex II-22

(h) Private Placement Procedures. If Counterparty is unable to comply with the provisions of sub-

paragraph (ii) of “Agreements and Acknowledgments Regarding Shares” above because of a change in

law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise

determines, based on advice of counsel, that in its reasonable opinion any Shares to be delivered to

Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as

described under such sub-paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule

144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be

effected as provided below, unless waived by Dealer.

(i) If Counterparty delivers the Restricted Shares pursuant to this clause (i) (a “Private

Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in

accordance with private placement procedures customary for private placements of equity

securities of substantially similar size with respect to such Restricted Shares reasonably

acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if,

on the date of its election, it has taken, or caused to be taken, any action that would make

unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by

Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the

exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the

Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver

the Restricted Shares when due or otherwise fails to perform obligations within its control in

respect of a Private Placement Settlement, it shall be an Event of Default with respect to

Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of

such Restricted Shares shall include customary representations, covenants, blue sky and other

governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or

any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such

other documentation as is customary for private placement agreements of equity securities of a

substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement

Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be

delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such

Restricted Shares may not be freely returned to securities lenders by Dealer and may only be

saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares.

Notwithstanding the Agreement or the applicable Confirmation, the date of delivery of such

Restricted Shares shall be the Clearance System Business Day following notice by Dealer to

Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For

the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous

sentence and not be due on the date that would otherwise be applicable.

(ii) If Counterparty delivers any Restricted Shares in respect of any Transaction, Counterparty

agrees that (A) such Shares may be transferred by and among Dealer and its affiliates and (B)

after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has

elapsed, Counterparty shall promptly remove, or cause the transfer agent for the Shares to

remove, any legends referring to any transfer restrictions from such Shares upon delivery by

Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of any seller’s and

broker’s representation letters customarily delivered by Dealer or its affiliates in connection with

resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any

further requirement for the delivery of any certificate, consent, agreement, opinion of counsel,

notice or any other document, any transfer tax stamps or payment of any other amount or any

other action by Dealer (or such affiliate of Dealer).

(i) Indemnity. Counterparty agrees to indemnify Dealer and its affiliates and their respective

directors, officers, employees, agents and controlling persons (Dealer and each such affiliate or person

Annex II-23

being an “Indemnified Party”) from and against any and all losses (excluding, for the avoidance of doubt,

financial losses resulting from the economic terms of any Transaction), claims, damages and liabilities,

joint and several, incurred by or asserted against such Indemnified Party arising out of any breach of any

covenant or representation made by Counterparty in this Master Confirmation, any Confirmation or the

Agreement and will reimburse any Indemnified Party for all reasonable out-of-pocket expenses (including

reasonable and documented legal fees and expenses) as they are incurred in connection with the

investigation of, preparation for, or defense of any pending or threatened claim or any action or

proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, except to the

extent determined in a final and non-appealable judgment by a court of competent jurisdiction to have

resulted from Dealer’s negligence, fraud, bad faith and/or willful misconduct or from a breach of any

representation or covenant of Dealer contained in this Master Confirmation, any Confirmation or the

Agreement. The foregoing provisions shall survive any termination or completion of any Transaction.

(j) Waiver of Trial by Jury. COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVE

(ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF

ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR

COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR

RELATING TO ANY TRANSACTION OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE

NEGOTIATION, PERFORMANCE OR ENFORCEMENT OF THIS MASTER CONFIRMATION AND ANY

CONFIRMATION.

(k) Governing Law/Jurisdiction. This Master Confirmation, each Confirmation and any claim,

controversy or dispute arising under or related to hereto or thereto shall be governed by the laws of the

State of New York without reference to the conflict of laws provisions thereof. The parties hereto

irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United

States Court for the Southern District of New York in connection with all matters relating hereto and waive

any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts.

(l) Designation by Dealer. Notwithstanding any other provision in this Master Confirmation or any

Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares

or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell,

receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect

of any Transaction and any such designee may assume such obligations. Dealer shall be discharged of

its obligations to Counterparty only to the extent of any such performance.

(m) Insolvency Filing. Notwithstanding anything to the contrary herein, in any Confirmation, in the

Agreement or in the Equity Definitions, upon any Insolvency Filing or other proceeding under the

Bankruptcy Code in respect of the Issuer, each Transaction shall automatically terminate on the date

thereof without further liability of either party to the applicable Confirmation to the other party (except for

any liability in respect of any breach of representation or covenant by a party under such Confirmation

prior to the date of such Insolvency Filing or other proceeding), it being understood that each Transaction

is a contract for the issuance of Shares by the Issuer.

(n) Disclosure. Effective from the date of commencement of discussions concerning each

Transaction, each of Dealer and Counterparty and each of their employees, representatives, or other

agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax

structure of each Transaction and all materials of any kind (including opinions or other tax analyses)

relating to such tax treatment and tax structure.

(o) [Reserved].

Annex II-24

(p) Counterparty Share Repurchases. Counterparty agrees not to repurchase, directly or

indirectly, any Shares if, immediately following such purchase, the Outstanding Share Percentage would

be equal to or greater than 4.5%. The “Outstanding Share Percentage” as of any day is the fraction (1)

the numerator of which is the aggregate of the Number of Shares for all outstanding Transactions and (2)

the denominator of which is the number of Shares outstanding on such day.

(q) Limit on Beneficial Ownership. Notwithstanding any other provisions hereof or of any

Confirmation, Dealer shall not have the right to acquire Shares hereunder and Dealer shall not be entitled

to take delivery of any Shares hereunder (in each case, whether in connection with the purchase of

Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or

otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the

Share Amount would exceed the Post-Effective Limit, (ii) Dealer and each person subject to aggregation

of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and the rules promulgated

thereunder (including all persons who may form a “group” with Dealer within the meaning of Rule

13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would directly or indirectly

beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act

and the rules promulgated thereunder) in excess of 4.9% of the then outstanding Shares (the “Threshold

Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s

outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange

Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set

forth in Article VI of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported

delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such

delivery, (i) the Share Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly

or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or

indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the

Counterparty Stock Ownership Restrictions. If any delivery owed to Dealer hereunder is not made, in

whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be

extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event

later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery,

(i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or

indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly

or indirectly hold in excess of the Exchange Limit and (iv) such delivery would not result in a violation of

the Counterparty Stock Ownership Restrictions.

In addition, notwithstanding anything herein or in any Confirmation to the contrary, if any delivery

owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding

paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty

in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to

Dealer pursuant to the immediately preceding paragraph.

Dealer represents and warrants that, as of the Trade Date for each Transaction, if Dealer

received the maximum number of Shares thereunder and under any Confirmation for any other

Transaction assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares

hereunder or thereunder were applicable, then the Counterparty Stock Ownership Restrictions would not

apply so as to limit the number of Shares that Dealer could receive hereunder or thereunder. Dealer will

not knowingly cause the occurrence of an Ownership Event on any day during the term of any

Transaction for the purpose, in whole or in part, of causing the occurrence of a Termination Settlement

Date.

(r) Commodity Exchange Act. Each of Dealer and Counterparty agrees and represents that it is

an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as

Annex II-25

amended (the “CEA”), the Agreement and each Transaction are subject to individual negotiation by the

parties and have not been executed or traded on a “trading facility” as defined in Section 1a(51) of the

CEA.

(s) Bankruptcy Status. Subject to Paragraph 7(m) above, Dealer acknowledges and agrees that

no Confirmation is intended to convey to Dealer rights with respect to the transactions contemplated

thereby that are senior to the claims of Counterparty’s common stockholders in any U.S. bankruptcy

proceedings of Counterparty; provided, however, that nothing therein shall be deemed to limit Dealer’s

right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with

respect to such Confirmation and the Agreement; and provided, further, that nothing herein shall limit or

shall be deemed to limit Dealer’s rights in respect of any transaction other than the Transactions.

(t) No Collateral or Setoff. Notwithstanding Section 6(f) or any other provision of the Agreement or

any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are

not secured by any collateral. Obligations in respect of any Transaction shall not be set off against any

other obligations of the parties, whether arising under the Agreement, this Master Confirmation, any

Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise,

and no other obligations of the parties shall be set off against obligations in respect of any Transaction,

whether arising under the Agreement, this Master Confirmation, any Confirmation, under any other

agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives

any such right of setoff, except that set-off solely with respect to amounts payable under any Transaction

and any and all other Transactions governed by the Agreement shall be permissible.

(u) Tax Matters.

(i) Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of

Dealer and Counterparty makes the following representation: It is not required by any applicable

law, as modified by the practice of any relevant governmental revenue authority, of any Relevant

Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment

(other than interest under Section 9(h) of the Agreement or amounts payable hereunder that may

be considered to be interest for U.S. federal income tax purposes) to be made by it to the other

party under the Agreement. In making this representation, it may rely on (A) the accuracy of any

representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the

satisfaction of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and

the accuracy and effectiveness of any document provided by the other party pursuant to Section

4(a)(i) or Section 4(a)(iii) of the Agreement and (C) the satisfaction of the agreement of the other

party contained in Section 4(d) of the Agreement, except that it will not be a breach of this

representation where reliance is placed on clause (B) above and the other party does not deliver

a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its

legal or commercial position.

(ii) Payee Tax Representations. For the purpose of Section 3(f) of the Agreement:

(1) Dealer makes the following representations:

a. [Dealer is a national banking association organized and existing under the laws of

the United States of America and is an exempt recipient under section

1.6049-4(c)(1)(ii)(M) of the U.S. Treasury Regulations. Dealer is a “U.S. person” (as

that term is used in section 1.1441-4(a)(3)(ii) of the U.S. Treasury Regulations) for

U.S. federal income tax purposes.] [It is an Ohio Corporation and a corporation for

U.S. federal income tax purposes.] [It is a national banking association organized or

Annex II-26

formed under the laws of the United States and is a United States resident for U.S.

federal income tax purposes.]

(2) Counterparty makes the following representations:

a. [It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the U.S.

Treasury Regulations) for U.S. federal income tax purposes.

b. It is a real estate investment trust for U.S. federal income tax purposes and is

organized under the laws of the State of Maryland, and is an exempt recipient under

section 1.6049-4(c)(1)(ii)(J) of the U.S. Treasury Regulations.]

(iii) Withholding Tax imposed on payments to non-U.S. counterparties under the United

States Foreign Account Tax Compliance Act. “Tax” as used in Section 7(u)(i) and “Indemnifiable

Tax”, each as defined in Section 14 of the Agreement, shall not include any FATCA Withholding

Tax. For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding

of which is required by applicable law for the purposes of Section 2(d) of the Agreement. “Code”

means the U.S. Internal Revenue Code of 1986, as amended.

“FATCA Withholding Tax” means any U.S. federal withholding tax imposed or collected

pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official

interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or

any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental

agreement entered into in connection with the implementation of such Sections of the Code.

(iv) 871(m) Protocol. To the extent that either party to the Agreement is not an adhering

party to the ISDA 2015 Section 871(m) Protocol published by ISDA on November 2, 2015 and

available at www.isda.org, as may be amended, supplemented, replaced or superseded from

time to time (the “871(m) Protocol”), the parties agree that the provisions and amendments

contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the

Agreement with respect to each Transaction as if set forth in full herein. The parties further agree

that, solely for purposes of applying such provisions and amendments to the Agreement with

respect to each Transaction, references to “each Covered Master Agreement” in the 871(m)

Protocol will be deemed to be references to the Agreement with respect to such Transaction, and

references to the “Implementation Date” in the 871(m) Protocol will be deemed to be references

to the Trade Date for each Transaction under the Agreement. For greater certainty, if there is any

inconsistency between this provision and the provisions contained in any other agreement

between the parties with respect to the Transactions, this provision shall prevail unless such other

agreement expressly overrides the provisions of the Attachment to the 871(m) Protocol.

(v) Tax Documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the

Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal

Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner

reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3

thereof (i) on or before the date of execution of each Confirmation; (ii) promptly upon reasonable

demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by

Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon

reasonable request by Dealer, provide, such other tax forms and documents, accurately

completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably

requested to allow Dealer to make a payment under any Confirmation without any deduction or

withholding for or on account of any Tax or with such deduction at a reduced rate.

Annex II-27

For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to

Counterparty a valid and duly executed U.S. Internal Revenue Service [Form W-9 or W-8ECI], or

any successor thereto, completed accurately and in a manner reasonably acceptable to

Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or

before the date of execution of this Master Confirmation; (ii) promptly upon reasonable demand

by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by

Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable

request by Counterparty, provide such other tax forms and documents, accurately completed and

in a manner reasonably acceptable to Counterparty, that may be required or reasonably

requested to allow Counterparty to make a payment under any Confirmation without any

deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

(w) Wall Street Transparency and Accountability Act of 2010. The parties hereby agree that none

of (i) Section 739 of the WSTAA, (ii) any similar legal certainty provision included in any legislation

enacted, or rule or regulation promulgated, on or after the date hereof, (iii) the enactment of the WSTAA

or any regulation under the WSTAA, (iv) any requirement under the WSTAA or (v) any amendment made

by the WSTAA shall limit or otherwise impair either party’s right to terminate, renegotiate, modify, amend

or supplement any Confirmation or the Agreement, as applicable, arising from a termination event, force

majeure, illegality, increased cost, regulatory change or similar event under any Confirmation, the Equity

Definitions or the Agreement (including, but not limited to, any right arising from any Acceleration Event).

(x) Other Forwards / Dealers. Dealer acknowledges that Counterparty has entered or may enter

in the future into one or more substantially similar forward transactions for the Shares (each, an “Other

Forward” and collectively, the “Other Forwards”) with one or more other dealers and/or affiliates thereof

(each, an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if

Counterparty designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash

Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for such Other

Forwards coincides for any period of time with an Unwind Period for any Transaction (the “Overlap

Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the

commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such

Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its commercially

reasonable hedge in a commercially reasonable manner respect of such Transaction only on alternating

Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or

later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at

least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled

Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one

Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

(y) Delivery of Cash. For the avoidance of doubt, nothing in this Master Confirmation or any

Confirmation shall be interpreted as requiring Counterparty to deliver cash in respect of the settlement of

any Transaction, except in circumstances where the required cash settlement thereof is permitted for

classification of the contract as equity by ASC 815-40 (formerly EITF 00-19) as in effect on the applicable

Trade Date (including, without limitation, where Counterparty so elects to deliver cash or fails timely to

elect to deliver Shares in respect of such settlement). For the avoidance of doubt, the preceding sentence

shall not be construed as limiting (i) Paragraph 7(i) hereunder or (ii) any damages that may be payable by

Counterparty as a result of breach of any Confirmation.

(z) Counterparts.

(i) Counterparts may be delivered via facsimile, electronic mail (including any electronic

signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act,

Annex II-28

the Electronic Signatures and Records Act or other applicable law, e.g., DocuSign (any such

signature, an “Electronic Signature”)) or other transmission method and any counterpart so

delivered shall be deemed to have been duly and validly delivered and be valid and effective for

all purposes. The words “execution,” “signed,” “signature” and words of like import in this Master

Confirmation, any Confirmation or in any other certificate, agreement or document related to

hereto or thereto shall include any Electronic Signature, except to the extent electronic notices

are expressly prohibited under this Master Confirmation, any Confirmation or the Agreement.

(ii) Notwithstanding anything to the contrary in the Agreement, either party may deliver to

the other party a notice relating to any Event of Default or Termination Event under this Master

Confirmation or any Confirmation by e-mail.

(aa) [US Resolution Stay Protocol.

(i) The parties agree that the terms of Section 1 and Section 2 and the related defined

terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length

Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November

2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”)

page at www.isda.org and, a copy of which is available upon request), the effect of which is to

amend the qualified financial contracts between the parties thereto to conform with the

requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Master

Confirmation, and for such purposes each Confirmation shall be deemed a “Covered

Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed a

“Counterparty Entity.” In the event that, after the date of this Master Confirmation, both parties

hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of

this paragraph. In the event of any inconsistencies between this Master Confirmation and the

terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay

Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without

definition shall have the meanings assigned to them under the QFC Stay Rules.

“QFC Stay Rules” mean the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R.

382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition

of the stay-and-transfer powers of the Federal Deposit Insurance Corporation under the Federal

Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall

Street Reform and Consumer Protection Act and the override of default rights related directly or

indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the

transfer of any covered affiliate credit enhancements.]

[ANY ADDITIONAL DEALER-SPECIFIC PROVISIONS]

Annex II-29

Please confirm your agreement to be bound by the terms stated herein by executing the copy of this

Master Confirmation enclosed for that purpose and returning it to us.


Yours sincerely,

[DEALER NAME]

By:
Name:
Title:

Confirmed as of the date first above written:


SILA REALTY TRUST, INC.

By:
Name:
Title:

Annex II-1

ANNEX A

FORM OF SUPPLEMENTAL CONFIRMATION

Date: [*], 20[*]

To: Sila Realty Trust, Inc.

1001 Water Street, Suite 800

Tampa, Florida 33602

Attention: Chief Financial Officer

From: [DEALER NAME AND NOTICE INFORMATION]

Ladies and Gentlemen:

1.This Supplemental Confirmation supplements, forms part of, and is subject to, the Master

Confirmation dated as of [*] (as amended and supplemented from time to time, the “Master

Confirmation”) between Sila Realty Trust, Inc. (“Counterparty”) and [DEALER NAME]. All

provisions contained in the Master Confirmation govern this Supplemental Confirmation except as

expressly modified below.

2.The terms of the Transaction to which this Supplemental Confirmation relates are as follows:


Trade Date:	[], 20[]

Maximum Number of Shares to be Sold:	[*]

Hedging Deadline Date:	[], 20[]
Final Date:	[], 20[]

Initial Forward Price Percentage:	[*] basis points per annum
Spread:	[*] basis points per annum

Initial Stock Loan Fee:	[*] basis points per annum

Maximum Stock Loan Fee:	[*] basis points per annum

Annex II-2

Yours sincerely,

[DEALER NAME]

By: _______________________________

Name:

Title:

Confirmed as of the date first above written:

SILA REALTY TRUST, INC.

By: _______________________________

Name:

Title:

Annex II-3

SCHEDULE I to SUPPLEMENTAL CONFIRMATION DATED [*], 20[*]


Forward Price Reduction Date	Forward Price Reduction Amount
Trade Date	USD 0.00
[], 20[]	USD [*]
[], 20[]	USD [*]
[], 20[]	USD [*]
[], 20[]	USD [*]
[], 20[]	USD [*]
[], 20[]	USD [*]

Annex II-1

ANNEX B

FORM OF PRICING SUPPLEMENT

Date: [*], 20[*]

To: Sila Realty Trust, Inc.

1001 Water Street, Suite

800 Tampa, Florida 33602

Attention: Chief Financial Officer

From: [DEALER NAME AND NOTICE INFORMATION]

Ladies and Gentlemen:

This Pricing Supplement is a Pricing Supplement contemplated by the Master Confirmation dated

as of [*], 20[*] (as amended and supplemented from time to time, the “Master Confirmation”) between

Sila Realty Trust, Inc. (“Counterparty”) and [DEALER NAME] (“Dealer”). This Pricing Supplement sets

forth additional terms for the Transaction (the “Transaction”) evidenced by the Master Confirmation and

the Supplemental Confirmation dated as of [*], 20[*] between Counterparty and Dealer, as may be

amended and supplemented from time to time (the “Supplemental Confirmation”).

This Pricing Supplement forms part of, and is subject to, the Supplemental Confirmation. All

provisions contained in the Master Confirmation and the Supplemental Confirmation govern this Pricing

Supplement except as expressly modified below.

For all purposes of the Transaction,

(a) the Hedge Completion Date is [*];

(b) the Initial Number of Shares is [*]; and

Yours sincerely,

[DEALER NAME]

By: ______________________________

Name:

Title: