Form 8-K

8-K — ADAMAS TRUST, INC.

Accession: 0001104659-26-094556

Filed: 2026-08-12

Period: 2026-08-11

CIK: 0001273685

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of report (Date of earliest event

reported): August 11, 2026

ADAMAS TRUST, INC.

(Exact name of registrant as specified in its

charter)

Maryland

001-32216

47-0934168

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

90 Park Avenue

New York, New York 10016

(Address and zip code of principal executive

offices)

(212)

792-0107

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of Each Exchange On

Which Registered

Common Stock, par value $0.01 per share

ADAM

NASDAQ Stock Market

8.000%

Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference

ADAMN

NASDAQ Stock Market

7.875%

Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par

value $0.01 per share, $25.00 Liquidation Preference

ADAMM

NASDAQ Stock Market

6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference

ADAML

NASDAQ Stock Market

7.000%

Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference

ADAMZ

NASDAQ Stock Market

9.125% Senior Notes due 2029

ADAMI

NASDAQ Stock Market

9.125% Senior Notes due 2030

ADAMG

NASDAQ Stock Market

9.875% Senior Notes due 2030

ADAMH

NASDAQ Stock Market

9.250% Senior Notes due 2031

ADAMO

NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405

of this chapter) or Rule 12b-2 under the Exchange Act (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On August 11, 2026, Adamas

Trust, Inc., a Maryland corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”),

dated as of August 11, 2026, by and among the Company and Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler

& Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters

named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters, and the

Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement,

$90 million aggregate principal amount of the Company’s 9.600% Senior Notes due 2031 (the “Notes”). Pursuant to the

Underwriting Agreement the Company granted the Underwriters a 30-day option to purchase up to an additional $13.5 million aggregate principal

amount of the Notes to cover over-allotments. The Company made certain customary representations, warranties and covenants concerning

the Company and the Registration Statement (as defined below) in the Underwriting Agreement and also agreed to indemnify the Underwriters

against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes have been registered

pursuant to the Company’s registration statement on Form S-3 (File No. 333-290073) (the “Registration Statement”) and

a related prospectus, as supplemented by a preliminary prospectus supplement, dated August 11, 2026 and a final prospectus supplement

dated August 11, 2026, each filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.

The offering of the Notes

is expected to close on August 14, 2026, subject to customary closing conditions.

A copy of the Underwriting

Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete

and is qualified in its entirety by reference to the Underwriting Agreement.

Cautionary Statement

Regarding Forward-Looking Statements

This Current Report on Form

8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act

of 1995. Forward-looking statements involve numerous risks and uncertainties. The Company’s actual results, outcomes or courses

of action may differ from its beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking

statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such

as “anticipate,” “estimate,” “will,” “should,” “may,” “expect,”

“project,” “believe,” “intend,” “seek,” “plan” and similar expressions or

their negative forms, or by references to strategy, plans, or intentions. The Company’s results, outcomes or courses of action can

change depending on a variety of factors, some of which are beyond the Company’s control and/or are difficult to predict, including,

without limitation, changes in market conditions and economic trends. Furthermore, forward-looking statements are subject to risks and

uncertainties, including, among other things, those described under Item 1A of the Company’s Annual Report on Form 10-K filed with

the Securities and Exchange Commission (the “SEC”) on February 20, 2026. Other risks, uncertainties, and factors that could

cause actual results, outcomes or courses of action to differ materially from those projected may be described from time to time in reports

the Company files with the SEC, including reports on Forms 10-Q, 10-K and 8-K. The Company undertakes no obligation to update or revise

any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Description

1.1

Underwriting

Agreement, dated August 11, 2026, by and among the Company and Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., Piper

Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several

underwriters named therein.

104

Cover Page Interactive Data

File (formatted as Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

ADAMAS TRUST, INC.

(Registrant)

By:

/s/ Kristine R. Nario-Eng

Name:

Kristine R. Nario-Eng

Title:

Chief Financial Officer

Date: August 12, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2622924d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

ADAMAS TRUST, INC.

$90,000,000 9.600% Senior Notes due 2031

UNDERWRITING AGREEMENT

August 11, 2026

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue, 4th Floor

New York, New York 10019

Piper Sandler & Co.

1251 Avenue of the Americas, 6th Floor

New York, New York 10020

RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street, 8th Floor

New York, New York 10281

UBS Securities LLC

11 Madison Avenue

New York, New York 10010

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

As Representatives of the

Several Underwriters named

in Schedule I attached hereto

Ladies and Gentlemen:

Adamas Trust, Inc., a Maryland

corporation (the “Company”), proposes to issue and sell, subject to the conditions hereinafter stated, to the several

Underwriters named in Schedule I attached hereto (the “Underwriters”) $90,000,000 aggregate principal amount

of its 9.600% Senior Notes due 2031 (the “Firm Securities”). At the option of the Underwriters, the Company also proposes

to issue and sell to the Underwriters up to an additional $13,500,000 aggregate principal amount of its 9.600% Senior Notes due 2031 (the

“Optional Securities” and together with the Firm Securities, the “Securities”) to cover over-allotments,

if any. The Securities will be issued pursuant to an Indenture, dated as of January 23, 2017 (the “Base Indenture”),

between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the

“Trustee”), as supplemented by a sixth supplemental indenture (the “Supplemental Indenture” and,

together with the Base Indenture, the “Indenture”), to be dated as of August 14, 2026 between the Company and

the Trustee. The offering and sale of the Securities contemplated herein is hereinafter referred to as the “Offering.”

Morgan Stanley & Co.

LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells

Fargo Securities, LLC shall act as the representatives (the “Representatives”) of the several Underwriters. The terms

“Representatives” and “Underwriters” shall mean either the singular or plural as the context requires.

This is to confirm the agreement concerning the purchase

of the Securities from the Company by the Underwriters.

1.             Representations

and Warranties of the Company. The Company represents and warrants to, and agrees with, each Underwriter that:

(a)            The

Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement

on Form S-3 (File No. 333-290073) (the “Shelf Registration Statement”) under the Securities Act of 1933,

as amended (the “Securities Act” or “Act”), and the rules and regulations (the “Rules and

Regulations”) of the Commission promulgated thereunder, and such amendments to such registration statement as may have been

required to the date of this Underwriting Agreement (this “Agreement”). The Shelf Registration Statement became

effective on September 16, 2025. The Shelf Registration Statement at any given time, including amendments thereto to such time, the

exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3

under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B

under the Securities Act (the “Rule 430B Information”) or otherwise pursuant to the Rules and Regulations

at such time are collectively herein called the “Registration Statement.”

The Shelf Registration Statement

includes a base prospectus dated September 16, 2025 (the “Base Prospectus”). Each preliminary prospectus

supplement to the Base Prospectus (including the Base Prospectus as so supplemented) that describes the Securities and the Offering thereof,

that omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the

following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this

Agreement, the Company will prepare and file with the Commission a final prospectus supplement to the Base Prospectus relating to the

Securities and the Offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and

Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with

the Commission pursuant to Rule 424(b), is herein called the “Prospectus.” Any reference herein to the Base

Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents incorporated by reference therein pursuant

to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.

The Company meets the requirements

for the use of, and has prepared and filed with the Commission, the Registration Statement, including a prospectus relating to, among

other things, the Securities, to be issued from time to time by the Company.

For purposes of this Agreement,

all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement

to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis

and Retrieval System (“EDGAR”). All references in this Agreement to financial statements and schedules and other

information that is “described,” “contained,” “included” or “stated” in the Registration

Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean

and include all such financial statements and schedules and other information that is incorporated by reference in or otherwise deemed

by the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus

or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement,

the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to, in the case of the Preliminary

Prospectus, the Time of Sale (defined below) and, in the case of the Prospectus, prior to the termination of this Offering, and any document

that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations to be a part thereof.

(b)            The

Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. No

stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose or pursuant to

Section 8A of the Securities Act against the Company or related to the Offering have been instituted or are pending or, to the knowledge

of the Company, are contemplated or threatened by the Commission. As used herein, the phrase “to the knowledge of the Company”

and similar phrases means such knowledge after due inquiry by the Company.

Time of Sale Disclosure Package (as defined below) at the Time of Sale (as defined below) complied in all material respects with the requirements

of the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which

they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Time of Sale Disclosure

Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives

specifically for use therein; it being understood and agreed that the only such information furnished by the Representatives consists

of the information described as such in Section 12 hereof.

(d)            Each

part of the Registration Statement, at the time such part became effective (including each deemed effective date with respect to the Representatives

pursuant to Rule 430B of the Rules and Regulations or otherwise under the Securities Act), at all other subsequent times until

the expiration of the Prospectus Delivery Period (as defined below), and at each Closing Date (as defined below), and the Prospectus,

at the time of filing or the time of first use within the meaning of the Rules and Regulations, at all subsequent times until expiration

of the Prospectus Delivery Period, and at each Closing Date complied and will comply in all material respects with the applicable requirements

and provisions of the Securities Act, the Rules and Regulations, the Exchange Act and the Trust Indenture Act of 1939, as amended,

and the rules and regulations of the Commission promulgated thereunder (collectively the “Trust Indenture Act”). Each

part of the Registration Statement at the time such part became effective, did not contain any untrue statement of a material fact or

omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus,

as amended or supplemented, as of its date, or the time of first use within the meaning of the Rules and Regulations, at all subsequent

times until the expiration of the Prospectus Delivery Period, and at each Closing Date did not and will not contain any untrue statement

of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding sentences

do not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with

written information relating to the Representatives furnished to the Company by any Underwriter through the Representatives specifically

for use therein; it being understood and agreed that the only such information furnished by the Representatives consists of the information

described as such in Section 12 hereof.

(e)             Neither

(A) any Issuer General-Use Free Writing Prospectus(es) issued at or prior to the Time of Sale and set forth on Schedule II

attached hereto and the Statutory Prospectus at the Time of Sale, all considered together (collectively, the “Time of Sale Disclosure

Package”), nor (B) any individual Issuer Limited-Use Free Writing Prospectus, when considered together with the Time of

Sale Disclosure Package, includes or included as of the Time of Sale any untrue statement of a material fact or omits or omitted as of

the Time of Sale to state any material fact necessary in order to make the statements therein, in the light of the circumstances under

which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus

or any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter

through the Representatives specifically for use therein; it being understood and agreed that the only such information furnished by any

Underwriter through the Representatives consists of the information described as such in Section 12 hereof. As used in this paragraph

and elsewhere in this Agreement:

(i)              “Time

of Sale” means 3:05 p.m. (New York City time) on the date of this Agreement.

(ii)             “Statutory

Prospectus” means the Base Prospectus, as amended and supplemented immediately prior to the Time of Sale, including any document

incorporated by reference therein and any prospectus supplement deemed to be a part thereof. For purposes of this definition, Rule 430B

Information contained in a form of prospectus that is deemed retroactively to be a part of the Registration Statement shall be considered

to be included in the Statutory Prospectus as of the actual time that such form of prospectus is filed with the Commission pursuant to

Rule 424(b) of the Rules and Regulations.

(iii)            “Issuer

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

Regulations, relating to the Securities that (A) is required to be filed with the Commission by the Company, (B) is exempt from

filing pursuant to Rule 433(d)(5)(i) of the Rules and Regulations because it contains a description of the Securities or

of the Offering that does not reflect the final terms, or (C) is a “bona fide electronic roadshow,” as defined

in Rule 433 of the Rules and Regulations, 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) of the Rules and

Regulations.

(iv)            “Issuer

General-Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective

investors (other than a “bona fide electronic road show,” as defined in Rule 433 of the Rules and Regulations),

as evidenced by its being specified in Schedule II attached hereto.

(v)            “Issuer

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

Prospectus.

(f)                              (A)            Each

Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the Prospectus Delivery Period or until any earlier

date that the Company notified or notifies the Representatives as prescribed in Section 11 hereof, did not, does not and will not

include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any

Statutory Prospectus or the Prospectus. The foregoing sentence does not apply to statements in or omissions from any Issuer Free

Writing Prospectus made in reliance upon and in conformity with written information furnished in writing to the Company by any Underwriter

through the Representatives specifically for use therein; it being understood and agreed that the only such information furnished by any

Underwriter through the Representatives consists of the information described as such in Section 12 hereof.

(B)            (1) At

the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide

offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations) of the Securities and (2) at the date hereof,

the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations (without

taking account of any determination by the Commission pursuant to Rule 405 of the Rules and Regulations that it is not necessary

that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 of the Rules and

Regulations.

Issuer Free Writing Prospectus satisfied, as of its issue date and at all subsequent times through the Prospectus Delivery Period, all

other conditions to use thereof as set forth in Rules 164 and 433 of the Rules and Regulations.

(g)            The

Company has not distributed and will not distribute, prior to the later of the Option Closing Date (as defined below) and the completion

of the Underwriters’ distribution of the Securities, any offering material in connection with the Offering other than any Preliminary

Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and listed in Schedule

II attached hereto, or the Registration Statement.

(h)            Grant

Thornton LLP (“Grant Thornton”), whose reports are incorporated by reference in the Registration Statement, and are

included or incorporated by reference in the Time of Sale Disclosure Package and the Prospectus, is an independent registered public accounting

firm as required by the Securities Act, the Rules and Regulations and the Public Company Accounting Oversight Board (including the

rules and regulations promulgated by such entity, the “PCAOB”). To the knowledge of the Company, Grant Thornton

is duly registered and in good standing with the PCAOB. Grant Thornton has not during the periods covered by the financial statements

incorporated by reference or included in the Registration Statement and in the Time of Sale Disclosure Package and Prospectus, provided

to the Company any non-audit services, as such term is defined in Section 10A(g) of the Exchange Act, except for such non-audit

services as have been pre-approved by the Audit Committee of the Company’s Board of Directors. The financial statements and

schedules (including the related notes) incorporated by reference or included in the Registration Statement, the Time of Sale Disclosure

Package and the Prospectus present fairly the financial condition, the results of the operations and changes in financial condition of

the entities purported to be shown thereby at the dates or for the periods indicated and have been prepared in accordance with generally

accepted accounting principles as applied in the United States and on a consistent basis throughout the periods indicated. All adjustments

necessary for a fair presentation of results for such periods have been made. The consolidated financial statements of the Company and

its consolidated subsidiaries, together with related notes and schedules as set forth or incorporated by reference in the Registration

Statement, the Time of Sale Disclosure Package and the Prospectus, comply in all material respects with the applicable accounting requirements

of the Securities Act. The selected financial, operating and statistical data set forth or incorporated by reference in the Preliminary

Prospectus and the Prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” fairly present, when read in conjunction with the Company’s financial statements and the related notes

and schedules and on the basis stated in the Registration Statement, the information set forth therein and such data has been compiled

on a basis consistent with the financial statements presented therein and the books and records of the Company. There are no financial

statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the

Time of Sale Disclosure Package or the Prospectus under applicable law or the Rules and Regulations that are not so included. The

interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Time of Sale Disclosure

Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with

the Commission’s rules and guidelines applicable thereto.

(i)             Each

of the Company and each entity in which the Company has a direct or indirect majority equity or voting interest that is consolidated with

the Company for financial reporting purposes under generally accepted accounting principles as applied in the United States (each, a “Subsidiary”

and, together, the “Subsidiaries”) has been duly incorporated or organized and is validly existing as a corporation,

general or limited partnership, limited liability company or statutory trust, as the case may be, in good standing under the laws of the

jurisdiction of its organization, with full corporate, partnership or limited liability company power, as the case may be, and authority

to own, lease or operate its respective properties and conduct its respective business as presently conducted and as described in the

Time of Sale Disclosure Package and the Prospectus, and is duly qualified to do business and is in good standing as a foreign corporation

in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it makes

such qualification necessary and, except where any failure to do so would not reasonably be expected to result in a material adverse effect

on the condition (financial or otherwise), business, prospects, properties or results of operations of the Company and the Subsidiaries

taken as a whole (a “Material Adverse Effect”); each of the Company and the Subsidiaries is in possession of and operating

in compliance with all necessary authorizations, licenses, permits, consents, certificates and orders required for the conduct of its

business, all of which are valid and in full force and effect, except where the failure to do so would not reasonably be expected to have

a Material Adverse Effect; and neither the Company nor any of the Subsidiaries has received any notice of proceedings relating to the

revocation or modification of any such authorization, license, permit, consent, certificate or order which, individually or in the aggregate,

if the subject of an unfavorable decision, would reasonably be expected to result, individually or in the aggregate, in a Material Adverse

Effect.

(j)             The

capitalization of the Company as of June 30, 2026 is as set forth in the Company’s Quarterly Report on Form 10-Q for the

quarter ended June 30, 2026, as filed with the Commission on July 31, 2026, incorporated by reference into the Time of Sale

Disclosure Package and the Prospectus. The Indenture and the Securities will conform in all material respects to the descriptions thereof

contained under the captions “Description of the Notes” and “Description of Debt Securities” in

the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. The outstanding shares of capital stock have been

duly authorized and validly issued and are fully paid and nonassessable. There are no preemptive rights or other rights to subscribe

for or to purchase, or any restriction upon the voting or transfer of, any shares of capital stock pursuant to the Company’s charter,

bylaws or other governing documents or any agreement or other instrument to which the Company or any of the Subsidiaries is a party or

by which any of them may be bound other than those described in the Time of Sale Disclosure Package and the Prospectus. None of the

outstanding shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or

other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants,

preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable

or exercisable for, any capital stock of the Company other than those specifically described in the Time of Sale Disclosure Package and

the Prospectus. The Company has no obligations to register for resale under the Securities Act any of its outstanding securities,

including, but not limited to, any that would, as a result of the filing of the Registration Statement or the Offering as contemplated

by this Agreement, give rise to any rights for or relating to the registration of any shares of Common Stock, Preferred Stock or other

securities. All of the outstanding limited liability company, partnership or other equity interests of each Subsidiary of the Company

have been duly authorized and validly issued, are fully paid and nonassessable and, except for the Subsidiaries listed on Schedule

I(j) of this Agreement, are owned by the Company directly or through Subsidiaries, free and clear of any claim, lien, encumbrance

or security interest. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other

rights to purchase, or other interests convertible into or exchangeable or exercisable for, any limited liability company, partnership

or other equity interests of any Subsidiary other than those described in the Time of Sale Disclosure Package and the Prospectus.

(k)            Subsequent

to the respective dates as of which information is given in the Time of Sale Disclosure Package and the Prospectus, and except as described

or contemplated in the Time of Sale Disclosure Package and the Prospectus or otherwise disclosed to the Representatives in writing, neither

the Company nor any of the Subsidiaries has incurred any liabilities or obligations, direct or contingent, nor entered into any transactions

not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one entity; there has not

been any Material Adverse Effect nor any development or event that would reasonably be expected to have a Material Adverse Effect; and

there has been no dividend or other distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(l)             Neither

the Company nor any of the Subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default

under, nor will the execution or delivery hereof or consummation of the transactions contemplated hereby result in a violation of, or

constitute a default under (i) the charter, bylaws or other governing documents of the Company or any of the Subsidiaries, or (ii) any

agreement, contract, mortgage, deed of trust, loan agreement, note, lease, indenture or other instrument, to which the Company or any

of the Subsidiaries is a party or by which any of them is bound, or to which any of their properties is subject, (iii) any law, rule,

administrative regulation or decree of any court, or any governmental agency or body having jurisdiction over the Company, the Subsidiaries

or any of their properties, or (iv) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property

or asset of the Company or any of the Subsidiaries, except with respect to clauses (ii) through (iv) above, any such breach

or violation or default that would reasonably be expected to have a Material Adverse Effect.

(m)           This

Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the

Company.

(n)            The

Base Indenture has been duly authorized and executed by the Company, and duly qualified under the Trust Indenture Act. The Base Indenture

constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may

be limited by bankruptcy, insolvency, reorganization or other similar legal requirements affecting the enforcement of creditors’

rights generally and by general principles of equity and except to the extent that the indemnification provisions of the Base Indenture

may be limited by federal or state securities laws and public policy considerations in respect thereof.

(o)            The

Supplemental Indenture has been duly authorized by the Company and, at the First Closing Date (as defined below), the Supplemental Indenture

will have been duly executed by the Company and duly qualified under the Trust Indenture Act and will constitute a valid and binding agreement

of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization

or other similar legal requirements affecting the enforcement of creditors’ rights generally and by general principles of equity

and except to the extent that the indemnification provisions of the Supplemental Indenture may be limited by federal or state securities

laws and public policy considerations in respect thereof.

(p)            The

Company has all requisite corporate power and authority to execute, issue, sell and perform its obligations under the Indenture and the

Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized and, at the applicable Closing

Date (as defined below), will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided

for in the Indenture and delivered against payment therefor pursuant to this Agreement, will constitute valid and binding obligations

of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as may

be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium

or other similar legal requirements affecting the enforcement of creditors’ rights generally and by general principles of equity

(regardless of whether enforcement is considered in a proceeding in equity or at law) and except to the extent that the indemnification

provisions thereof may be limited by federal or state securities laws and public policy considerations in respect thereof, and will be

in the form contemplated by, and entitled to the benefits of, the Indenture.

(q)            The

Company and the Subsidiaries have good and marketable title in fee simple to all real property, if any, owned by them and good title to

all personal property, if any, owned by them, in each case clear of all liens, encumbrances and defects except such as are described or

referred to in the Time of Sale Disclosure Package and Prospectus or such as would not reasonably be expected to have a Material Adverse

Effect; and any real property and buildings held under lease by the Company and the Subsidiaries are held by them under valid, existing

and enforceable leases with such exceptions (A) as would not reasonably be expected to result in a Material Adverse Effect or (B) as

may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and

by general principles of equity.

(r)            There

is no litigation or governmental proceeding to which the Company or any of the Subsidiaries is a party or to which any property of the

Company or any of the Subsidiaries is subject or that is pending or, to the knowledge of the Company, threatened against the Company which,

individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, which would materially and adversely

affect the consummation of this Agreement or the transactions contemplated hereby or which is required to be disclosed in the Time of

Sale Disclosure Package and Prospectus but is not so disclosed.

(s)            Neither

the Company nor any Subsidiary is in violation of any law, statute, ordinance, rule or regulation or any court decree, ruling or

order to which it or any of its assets may be subject which violation would reasonably be expected to have a Material Adverse Effect.

(t)            Except

for permitted activity under Regulation M, the Company has not taken, directly or indirectly, any action designed to cause or result in,

or which has constituted or which would reasonably be expected to constitute, the stabilization or manipulation of the price of any securities

of the Company, to facilitate the sale or resale of the Securities.

(u)            The

Company and the Subsidiaries have filed (i) all federal and state franchise and income tax returns and (ii) all other material

income tax returns, and all such tax returns are complete and correct in all material respects, except where any omission or inaccuracy

would not reasonably be expected to have a Material Adverse Effect, and the Company and the Subsidiaries have not failed to pay any material

taxes which were payable pursuant to said returns or any assessments with respect thereto. The Company has no knowledge of any tax

deficiency which has been or is likely to be threatened or asserted against the Company or the Subsidiaries.

(v)            The

Company maintains a system or systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions

are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary

to permit preparation of the consolidated financial statements of the Company in conformity with generally accepted accounting principles

as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance

with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing

assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible

Business Reporting Language incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus

fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and

guidelines applicable thereto. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus,

since the date of the most recent evaluation of such system of internal accounting controls, there has been no material change in internal

control over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses.

(w)            The

Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such

disclosure controls and procedures are designed to ensure that material information relating to the Company is made known to the Company’s

principal executive officer and its principal financial officer, particularly during the periods in which the periodic reports required

under the Exchange Act are being prepared. To the Company’s knowledge, such disclosure controls and procedures are effective

in timely alerting the Company’s principal executive officer and principal financial officer to material information required to

be included in the Company’s periodic reports required under the Exchange Act.

(x)            The

Company maintains insurance of the types and in the amounts as are, in the reasonable opinion of management, prudent for its business,

all of which insurance is in full force and effect. The Company has not been refused any insurance coverage sought or applied for,

and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be

expected to have a Material Adverse Effect.

(y)            Neither

the Company nor any of the Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the

Company or any of the Subsidiaries: (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other

unlawful expense relating to political activity; (ii) has made any direct or indirect unlawful contribution or payment to any official

of, or candidate for, or any employee of, any federal, state or foreign office from corporate funds; (iii) has made any bribe, unlawful

rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) is aware of or has taken any action, directly or indirectly,

that would result in a violation by such persons of the OECD Convention on Bribery of Foreign Public Officials in International Business

Transactions, the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the

“FCPA”) or any similar law or regulation to which the Company, any of the Subsidiaries, any director, officer, agent,

employee, affiliate or other person associated with or acting on behalf of the Company or any of the Subsidiaries is subject. Each of

the Company, the Subsidiaries and their respective affiliates has conducted its businesses in compliance with the FCPA and any applicable

similar law or regulation and has instituted and maintains policies and procedures designed to ensure, and which are reasonably expected

to continue to ensure, continued compliance therewith. None of the Company or any of the Subsidiaries will use, directly or indirectly,

the proceeds of the Offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money,

or anything else of value, to any person in violation of any anti-corruption laws, including the FCPA.

(z)            The

operations of the Company and the Subsidiaries are and have been conducted at all times in material compliance with all applicable financial

recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening

America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign

Transactions Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all jurisdictions where the Company or

any Subsidiaries conduct business, the rules and regulations thereunder and any related or similar applicable rules, regulations

or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”),

and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company

or any of the Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(aa)       Neither

the Company nor any of the Subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of

the Company or any of the Subsidiaries is, or is owned or controlled by one or more persons that are, (A) currently subject to any

sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),

the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority to which

the Company or any of the Subsidiaries is subject (collectively, “Sanctions”) or (B) located, organized or resident

in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Russia, Belarus

and the regions of Ukraine consisting of Crimea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic

and the non-government controlled areas of Kherson and Zaporizhzhia), and the Company will not directly or indirectly use the proceeds

of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person

or entity, for the purpose of financing the activities of any person currently subject to any Sanctions or in any other manner that will

result in a violation of Sanctions by any person (including any person participating in the Offering, whether as underwriter, advisor,

investor or otherwise). Since April 24, 2019, the Company and the Subsidiaries have not knowingly engaged in, are not now knowingly

engaged in, and will not engage in, any dealings or transactions with any person, or in any country or territory, that at the time of

the dealing or transaction is or was the subject of Sanctions.

(bb)       The

Company is not and, after giving effect to the Offering and the application of the proceeds thereof as described under the caption “Use

of Proceeds” in the Time of Sale Disclosure Package or the Prospectus, will not be required to register as an “investment

company” as defined in the Investment Company Act of 1940, as amended.

(cc)       The

Company has applied to have the Securities listed for trading on the NASDAQ (as defined below).

(dd)       The

Company is in material compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002 that are currently effective and the

rules and regulations promulgated in connection therewith. There are no outstanding loans or other extensions of credit made by the

Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

(ee)       No

consent, approval, authorization or order of, or filing with, any governmental agency or body is required for the consummation of the

transactions contemplated by this Agreement in connection with the issuance and sale of the Firm Securities by the Company, except such

as have been obtained or made, or will be obtained or made on or before the First Closing Date, under the Securities Act and such as may

be required by the Nasdaq Global Select Market or Nasdaq Global Market (collectively, “NASDAQ”), the Financial Industry

Regulatory Authority, Inc. (“FINRA”) or under state securities laws or the laws of any foreign jurisdiction. No

consent, approval, authorization or order of, or filing with, any governmental agency or body is required for the consummation of the

transactions contemplated by this Agreement in connection with the issuance and sale of the Optional Securities by the Company, except

such as have been obtained or made, or will be obtained or made on or before any Option Closing Date, under the Securities Act and such

as may be required by NASDAQ, FINRA or under state securities laws or the laws of any foreign jurisdiction.

(ff)        The

execution, delivery and performance of this Agreement and the issuance and sale of the Securities will not result in a breach or violation

of any of the terms and provisions of, or constitute a default under: (i) any statute, any rule, regulation or order of any governmental

agency or body or any court, domestic or foreign, having jurisdiction over the Company, except in the case of this clause (i) for

such breaches, violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect; (ii) any agreement or instrument to which the Company is a party or by which the Company is bound, except in the case of

this clause (ii) for such breaches, violations or defaults which would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect; or (iii) the charter or bylaws of the Company, and the Company has full power and authority to

authorize, issue and sell the Securities as contemplated by this Agreement.

(gg)      No

labor dispute with the employees of the Company or the Subsidiaries exists or, to the knowledge of the Company, is imminent, that would

reasonably be expected to have a Material Adverse Effect.

(hh)      The

Company or the Subsidiaries own or possess the right to use any trademarks, trade names, patent rights, copyrights, domain names, licenses,

approvals, trade secrets, inventions, technology, know-how and other similar rights (collectively, “Intellectual Property Rights”)

that would reasonably be deemed necessary or material to conduct its business as now conducted and as described in the Time of Sale Disclosure

Package and the Prospectus. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding, or claim

by others challenging the rights of the Company or any of the Subsidiaries in or to any Intellectual Property Rights. There is no

pending, or to the Company’s knowledge, threatened action, suit, proceeding, or claim by others that the Company’s or any

Subsidiaries’ use of the Intellectual Property Rights infringes, misappropriates or otherwise violates any intellectual property

rights of others.

(ii)            Except

as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of the Subsidiaries has breached and

is currently in breach of any provision of any license, contract or other agreement governing the use by the Company or the Subsidiaries

of Intellectual Property Rights owned by third parties (collectively, the “Licenses”) and, except as described in the

Time of Sale Disclosure Package and the Prospectus, no third party has alleged any such breach and the Company is unaware of any facts

that would form a reasonable basis for such a claim. Each of the Licenses is in full force and effect and constitutes a valid and

binding agreement between the parties thereto, enforceable in accordance with its terms, and there has not occurred any breach or default

under any such Licenses or any event that with the giving of notice or lapse of time would constitute a breach or default thereunder. Except

as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of the Subsidiaries has been and is

currently involved in any disputes regarding the Licenses. Except as would not reasonably be expected to have a Material Adverse Effect,

the Company and the Subsidiaries own or have a valid right to access and use all computer systems, networks, hardware, software, databases,

websites, and equipment used to process, store, maintain and operate data, information, and functions used in connection with the business

of the Company and the Subsidiaries (the “Company IT Systems”). The Company IT Systems are adequate for, and operate

and perform in all material respects as required in connection with, the operation of the business of the Company and the Subsidiaries

as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The Company and the Subsidiaries have implemented commercially reasonable backup, security and disaster recovery technology, and to the

Company’s knowledge there have been no breaches, violations, outages or unauthorized uses of or accesses to the Company IT Systems

and data (including all personal, personally identifiable, sensitive, confidential or regulated data), nor any incidents under internal

review or investigations relating to the same.

(jj)         The

Company is organized and has operated in conformity with the requirements for qualification as a real estate investment trust (a “REIT”)

under the Internal Revenue Code of 1986, as amended (the “Code”); the Company qualified as a REIT for the taxable years

ended December 31, 2004 through December 31, 2025 and the present and contemplated method of operation of the Company and the

Subsidiaries will enable the Company to meet the requirements for qualification and taxation as a REIT under the Code for its tax year

ending December 31, 2026 and subsequent taxable years; the Company intends to continue to qualify as a REIT until the Board of Directors

of the Company determines that it is no longer in the best interests of the Company to continue to qualify as a REIT; and neither the

Company nor any of the Subsidiaries has taken any action that would reasonably be expected to cause the Company to fail to qualify as

a REIT under the Code at any time.

(kk)       The

description of the Company’s organization and actual and proposed method of operation and its qualification and taxation as a REIT

set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus is accurate and presents fairly the matters

referred to therein in all material respects; the Company’s operating policies described in the Registration Statement, the Time

of Sale Disclosure Package and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect

to the operation of its business, and no material deviation from such policies is currently contemplated.

(ll)         There

are no relationships or related-party transactions involving the Company or any Subsidiary or any other person required by the Securities

Act to be described in the Time of Sale Disclosure Package and the Prospectus that have not been so described.

(mm)     Except

as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) neither the Company

nor any of the Subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection

of human health or 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 emissions, discharges, releases or threatened releases

of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively,

“Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment,

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

which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the

operation of the business of the Company under applicable Environmental Laws, or noncompliance with the terms and conditions thereof,

nor has the Company or any of the Subsidiaries received any written communication, whether from a governmental authority, citizens group,

employee or otherwise, that alleges that the Company or any of the Subsidiaries is in violation of any Environmental Law; (ii) there

is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company

or any of the Subsidiaries has received written notice, and no written notice by any person or entity alleging potential liability for

investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’

fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental

Concern at any location owned, leased or operated by the Company or any of the Subsidiaries, now or in the past (collectively, “Environmental

Claims”), pending or, to the knowledge of the Company, threatened against the Company, any of the Subsidiaries, or any person

or entity whose liability for any Environmental Claim the Company or any of the Subsidiaries has retained or assumed either contractually

or by operation of law; and (iii) to the knowledge of the Company, there are no past or present actions, activities, circumstances,

conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material

of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental

Claim against the Company, any of the Subsidiaries, or against any person or entity whose liability for any Environmental Claim the Company

or any of the Subsidiaries has retained or assumed either contractually or by operation of law.

(nn)       The

Company and the Subsidiaries are in compliance in all material respects with all presently applicable provisions of the Employee Retirement

Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”). No

“reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “pension

plan” (as defined under ERISA) for which the Company or any of the Subsidiaries would have any material liability. Neither

the Company, nor any of the Subsidiaries has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA

with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Code. Each

“pension plan” for which the Company or any of the Subsidiaries that is intended to be qualified under Section 401(a) of

the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification,

the result of which would reasonably be expected to result in a Material Adverse Effect.

(oo)          The

market data and industry forecasts included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus were

obtained or derived from industry publications that are and were not at any time under the Company’s control and that the Company

reasonably and in good faith believes are reliable and accurate.

(pp)      All

“non-GAAP financial measures” (as defined in the Rules and Regulations), if any, included in the Registration Statement,

the Time of Sale Disclosure Package or the Prospectus comply with the requirements of Regulation G and Item 10 of Regulation S-K under

the Rules and Regulations.

(qq)      To

the knowledge of the Company, no director, officer or other key person of the Company, the Subsidiaries or their respective affiliates

named in the Time of Sale Disclosure Package, plans to terminate his or her employment with the Company, the Subsidiaries or their respective

affiliates. None of the directors, officers or other key persons of the Company named in the Time of Sale Disclosure Package is subject

to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or

proposed business activities of the Company as described in the Time of Sale Disclosure Package.

(rr)         The

Company has not offered, or caused the Underwriters to offer, the Securities to any person or entity with the intention of unlawfully

influencing a journalist or publication to write or publish favorable information about the Company or any such affiliate.

(ss)       Except

as described in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus or as contemplated by this Agreement,

there are no (1) claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting

or origination fee or commission or similar payment by the Company of any Underwriter with respect to the sale of the Securities hereunder

or (2) arrangements, agreements or understandings of the Company or any affiliate of the Company that may affect such Underwriter’s

compensation, as determined by FINRA.

(tt)        Except

for those subsidiaries of the Company listed on Schedule I(tt) hereto, no Subsidiary of the Company is currently prohibited, directly

or indirectly, from paying any dividends to the Company, from making any other distribution on such Subsidiary’s capital stock,

from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s

property or assets to the Company or any other Subsidiary of the Company.

Any certificate signed by an

officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation

and warranty by the Company to each Underwriter as to the matters set forth therein.

The Company acknowledges that

the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel

to the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

2.             Representations

and Warranties of the Underwriters. Each Underwriter severally represents and agrees that:

(a)            It

has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus,”

as defined in Rule 405 of the Rules and Regulations (which term includes use of any written information furnished to the Commission

by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) required

to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Rules and Regulations, other

than (i) any Issuer Free Writing Prospectus or (ii) any other free writing prospectus that the parties hereto shall hereafter

expressly agree in writing to treat as part of the Time of Sale Disclosure Package.

(b)            It

will retain copies of each free writing prospectus used or referred to by it to the extent required by Rule 433 of the Rules and

Regulations.

3.             Purchase

of the Securities by the Underwriters.

(a)            Subject

to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees

to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the

respective principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule I attached hereto,

subject to such adjustment as the Representatives may determine to ensure that the Firm Securities are issued in minimum denominations

of $25 and whole multiples of $25 in excess thereof, and subject to adjustment in accordance with Section 8 hereof, at a price equal

to 96.85% of the principal amount thereof (the “Purchase Price”). Each Underwriter agrees, severally and not jointly,

to offer the Firm Securities to the public as set forth in the Prospectus.

(b)            The

Company hereby grants to the Representatives and its designees an option to purchase from the Company all or any portion of the Optional

Securities for a period of thirty (30) days from the date hereof at a price equal to the Purchase Price, to cover over-allotments, if

any. The Optional Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the

number of Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto (subject to such adjustment as

the Representatives may determine to ensure that the Optional Securities are issued in minimum denominations of $25 and whole multiples

of $25 in excess thereof). No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or

simultaneously are, sold and delivered.

4.             Delivery

of and Payment for Securities. Delivery of a global note representing the Firm Securities to be purchased by the Underwriters

from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company (“DTC”)

or at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001 (or such other place

as mutually may be agreed upon) at 10:00 a.m., New York City time, on the third full Business Day following the date hereof or, if

the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the fourth full Business Day thereafter,

or at such other date and time as shall be determined by the Representatives and the Company (the “First Closing Date”).

The option to purchase Optional

Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the

Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such

notice shall set forth the aggregate principal amount of Optional Securities as to which the option is being exercised and the time and

date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised

nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities

are to be delivered (the “Option Closing Date”). Delivery and payment for such Optional Securities is to be at the

offices set forth above for delivery and payment of the Firm Securities. The First Closing Date and the Option Closing Date are herein

individually referred to as the “Closing Date” and collectively referred to as the “Closing Dates.”

Delivery of a global note representing

the Firm Securities and a global note representing the Optional Securities shall be made through the facilities of DTC by or on behalf

of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the

several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account

designated by the Company. The global notes representing the Firm Securities and the Optional Securities shall be registered in such

names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date

and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives

at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified

in this Agreement is a further condition to the obligations of each Underwriter.

5.             Covenants

of the Company. The Company covenants and agrees with each Underwriter as follows:

(a)            During

such period beginning on the Time of Sale and ending on the later of the Closing Date or such date, as in the opinion of counsel for the

Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales as contemplated by this Agreement by

an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Rules and

Regulations (the “Prospectus Delivery Period”), prior to amending or supplementing the Registration Statement, the

Time of Sale Disclosure Package or the Prospectus, the Company shall furnish to the Representatives for review a copy of each such proposed

amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Representatives reasonably

object.

(b)            After

the date of this Agreement and through the Prospectus Delivery Period, the Company shall promptly advise the Representatives in writing

(i) when the Registration Statement, if not effective at the date and time this Agreement is executed and delivered to the parties,

shall have become effective, (ii) of the receipt of any comments of, or requests for additional or supplemental information from,

the Commission, (iii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment

or supplement to any preliminary prospectus or the Prospectus, (iv) of the time and date that any post-effective amendment to the

Registration Statement becomes effective, (v) of the initiation or threatening of any proceeding pursuant to Section 8A of the

Securities Act and (vi) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement

or any post-effective amendment thereto or of any order or notice preventing or suspending the use of the Registration Statement, any

preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Common Stock

from any securities exchange upon which it is listed (or approved for listing) for trading or included or designated (or approved for

inclusion or designation) for quotation, or of the threatening or initiation of any proceedings for any of such purposes. The Company

shall use its commercially reasonable efforts to prevent the issuance of any such stop order or prevention or suspension of such use. If

the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its commercially

reasonable efforts to obtain the lifting of such order at the earliest possible moment or will file a new registration statement and use

its commercially reasonable efforts to have such new registration statement declared effective as soon as practicable. Additionally,

the Company agrees that it shall comply with the provisions of Rule 424(b) of the Rules and Regulations, including with

respect to the timely filing of documents thereunder, and will use its commercially reasonable efforts to confirm that any filings made

by the Company under such Rule 424(b) of the Rules and Regulations were received in a timely manner by the Commission.

If any event or development shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale

Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing,

as the case may be, not misleading (in which case the Company agrees to notify the Representatives of any such event or condition), or

if in the reasonable opinion of the Representatives it is otherwise necessary to amend or supplement the Time of Sale Disclosure Package

to comply with law, the Company agrees to promptly prepare, file with the Commission and furnish to the Underwriters, at its own expense,

amendments or supplements to the Time of Sale Disclosure Package, and to furnish to the Underwriters such number of copies of such amendment

or supplement as the Underwriters may reasonably request, so that the statements in the Time of Sale Disclosure Package as so amended

or supplemented will not be, in the light of the circumstances under which they were made or then prevailing, as the case may be, misleading

or so that the Time of Sale Disclosure Package, as amended or supplemented, will comply with law; (ii) if, during the Prospectus

Delivery Period, any event or development shall occur or condition exist as a result of which it is necessary to amend or supplement the

Registration Statement or the Prospectus in order to make the statements therein, in the light of the circumstances under which they were

made or then prevailing, as the case may be, not misleading (in which case the Company agrees to notify the Representatives of any such

event or condition), or if in the reasonable opinion of the Representatives it is otherwise necessary to amend or supplement the Registration

Statement or the Prospectus to comply with law, including in connection with the delivery of the Prospectus, the Company agrees to promptly

prepare, file with the Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration

statement to be declared effective) and furnish to the Underwriters, amendments or supplements to the Registration Statement or the Prospectus,

or any new registration statement, and to furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters

may reasonably request, so that the statements in the Registration Statement or the Prospectus as so amended or supplemented will not

be, in the light of the circumstances under which they were made or then prevailing, as the case may be, misleading or so that the Registration

Statement or the Prospectus, as amended or supplemented, will comply with law.

(d)            The

Company agrees that, until the Option Closing Date, unless it obtains the prior written consent of the Representatives, it will not make

any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free

writing prospectus” (as defined in Rule 405 of the Rules and Regulations) required to be filed by the Company with the

Commission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of

the Representatives shall be deemed to have been given in respect of any Issuer Free Writing Prospectuses included in Schedule II

attached hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted

Free Writing Prospectus.” The Company agrees that it (i) has treated and will treat, as the case may be, each Permitted

Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the

requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Permitted Free Writing Prospectus, including

in respect of timely filing with the Commission where required, legending and record keeping.

(e)            The

Company shall furnish to the Underwriters upon request, from time to time and without charge, copies of the Registration Statement of

which three shall be signed and shall include exhibits and all amendments and supplements to any of such Registration Statement, in each

case as soon as available and in such quantities as the Representatives may from time to time reasonably request.

(f)             The

Company shall take or cause to be taken all necessary action and furnish to whomever the Representatives may direct such information as

may be required in qualifying the Securities for sale under the laws of such jurisdictions which the Representatives shall designate and

to continue such qualifications in effect for as long as may be necessary for the distribution of the Securities; except that in no event

shall the Company be obligated in connection therewith to qualify as a foreign corporation, to execute a general consent for service of

process or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(g)            The

Company shall make generally available to its securityholders, in the manner contemplated by Rule 158(b) of the Rules and

Regulations, as soon as practicable but in any event not later than 60 days after the end of its fiscal quarter in which the first anniversary

date of the effective date of the Registration Statement occurs, an earning statement which will comply with Section 11(a) of

the Securities Act covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement.

(h)            Except

for the Securities to be issued hereunder or any debt securities to be issued by the Company or any of the Subsidiaries in an asset securitization

transaction, during the period beginning on the date hereof and continuing to and including 30 days after the date hereof (the “Lock-Up

Period”), without the prior written consent of the Representatives (which consent may be withheld in the Representatives’

sole discretion) on behalf of the Underwriters, the Company will not sell, offer to sell, contract or agree to sell, hypothecate, pledge,

grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any debt securities issued or guaranteed

by the Company or the Subsidiaries or any securities convertible into or exchangeable or exercisable for debt securities issued or guaranteed

by the Company or the Subsidiaries or file or cause to be declared effective a registration statement under the Securities Act with respect

to any of the foregoing.

(i)             The

Company shall maintain, at its expense, a registrar and paying agent for the Securities.

(j)             The

Company shall apply the net proceeds of the sale of the Securities substantially in the manner specified in the Prospectus under the heading

“Use of Proceeds.”

(k)            The

Company will furnish to its securityholders annual reports containing financial statements audited by independent public accountants and

quarterly reports containing financial statements and financial information which may be unaudited. During the period of two years

from the date hereof, the Company will furnish to the Representatives and, upon request, to each of the other Underwriters, copies of

each annual report of the Company and each other report furnished by the Company to its securityholders and will deliver to the Representatives,

as soon as they are available, copies of any other reports (financial or otherwise) which the Company shall publish or otherwise make

available to any of its securityholders as such, and as soon as they are available, copies of any reports and financial statements furnished

to or filed with the Commission. Provided that any materials described in this Section 5(k) that are filed with the Commission

and available through EDGAR shall be deemed automatically furnished without any further action by the Company.

(l)             The

Company will use its commercially reasonable efforts to cause the Securities to be listed for trading on the NASDAQ within the time period

specified in the Time of Sale Disclosure Package and to maintain such listing and to file with NASDAQ all documents and notices required

by NASDAQ of companies that have securities that are listed on NASDAQ. Prior to the time of the Initial Closing, the Company will cause

the Securities to be registered under the Exchange Act by filing with the Commission a registration statement on Form 8-A.

(m)           The

Company will use its best efforts to enable the Company to meet the requirements to qualify as a REIT under the Code until the Board of

Directors of the Company determines that it is no longer in the best interests of the Company to qualify as a REIT.

(n)            Except

for activity permitted under Regulation M, the Company will not take, directly or indirectly, any action designed to or that would constitute

or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company

to facilitate the sale or resale of the Securities.

(o)            During

the period of five (5) years hereafter, the Company will furnish to the Representatives and, upon request, to each of the other

Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to shareholders for such year; and

the Company will furnish to the Representatives (A) as soon as available, a copy of each report and any definitive proxy statement

of the Company filed with the Commission under the Exchange Act or mailed to shareholders, and (B) from time to time, such other

information concerning the Company as the Representatives may reasonably request. However, so long as the Company is subject to the

reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the

Commission on EDGAR, it is not required to furnish such reports or statements to the Underwriters.

(p)            The

Company shall pay or cause to be paid (A) all expenses (including stock transfer taxes) incurred in connection with the delivery

to the several Underwriters of the Securities, (B) all fees and expenses (including, without limitation, fees and expenses of the

Company’s accountants and counsel) in connection with the preparation, printing, filing, delivery and shipping of the Registration

Statement (including the financial statements therein and all amendments and exhibits thereto), each preliminary prospectus, the Time

of Sale Disclosure Package and the Prospectus as amended or supplemented, (C) any applicable listing fees, (D) to the extent

necessary, the cost of printing global notes representing the Securities, (E) the fees and expenses of the Trustee and any paying

agent (including related fees and expenses of any counsel to such parties) (F) the cost and charges of any paying agent or registrar

for the Securities, (G) the reasonable fees and expenses of counsel for the Underwriters, up to $150,000 and (H) all other costs

and expenses incident to the performance of its obligations hereunder which are not otherwise provided for in this subsection. The

Company, on the one hand, and the Underwriters, on the other hand, shall be responsible for their own expenses in connection with any

road shows and other presentations undertaken in connection with the Offering (including all travel, hotel and food expenses for their

respective personnel). The Company shall not in any event be liable to any of the Underwriters for loss of anticipated profits from the

transactions covered by this Agreement. The Representatives may deduct, after providing the Company with an itemized list and supporting

documentation of expenses actually incurred, from the net proceeds of the Offering payable to the Company on the applicable Closing Date

the expenses set forth above (which shall be mutually agreed upon between the Company and the Representatives prior to the applicable

Closing Date) to be paid by the Company to the Underwriters and others. If the Offering is not consummated for any reason whatsoever,

other than a breach of this Agreement by the Underwriters, a default pursuant to Section 8 hereof or a termination of this Agreement

pursuant to Section 9(iii), (v), (vi), (vii) or (viii), then the Company shall reimburse the Underwriters in full for their

respective out-of-pocket accountable expenses actually incurred through such date.

6.             Conditions

of Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to the accuracy,

at and as of the date hereof and the First Closing Date (as if made at the First Closing Date) and, with respect to the Optional Securities,

the Option Closing Date (as if made at the Option Closing Date), of the representations and warranties of the Company contained herein,

to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a)            The

Registration Statement shall be effective and remain effective on the date of this Agreement, or such later time and date as the Representatives

shall approve, and all filings required by Rules 424, 430A and 433 of the Rules and Regulations shall have been timely made;

no stop order suspending the effectiveness of the Registration Statement or any amendment thereof shall have been issued; no proceedings

for the issuance of such an order shall have been initiated or threatened; and any request of the Commission for additional information

(to be included in the Registration Statement, the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus

or otherwise) shall have been complied with to the Representatives’ satisfaction. The Prospectus shall have been filed with the

Commission in a timely manner in accordance with Section 5(b) hereof.

(b)           On

each Closing Date, the Representatives shall have received the favorable opinions of (i) Vinson & Elkins L.L.P., counsel

for the Company, dated as of such Closing Date, in form and substance satisfactory to counsel for the Underwriters, substantially to the

effect set forth in Exhibits A-1, A-2 and A-3 attached hereto.

each Closing Date, the Representatives shall have received the favorable opinion of Skadden, Arps, Slate, Meagher & Flom LLP,

counsel for the Underwriters, dated as of such Closing Date, in form and substance satisfactory to the Representatives.

(d)            There

shall have been furnished to the Representatives a certificate of the Company, dated as of each Closing Date and addressed to the Representatives,

signed by the Chief Executive Officer or the President and by the Chief Financial Officer of the Company to the effect that:

(i)              The

representations and warranties of the Company in this Agreement, are true and correct, as if made at and as of such Closing Date (except

to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall

be true and correct as of such other date);

(ii)             The

Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied, in each case with

respect to the Offering, at or prior to such Closing Date;

(iii)            No

stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been initiated

or are pending or, to their knowledge, contemplated by the Commission;

(iv)            Any

and all filings required of the Company by Rules 424, 430A, 430B and 430C of the Rules and Regulations have been timely made;

(v)             The

signers of said certificate have carefully examined the Registration Statement and the Time of Sale Disclosure Package and the Prospectus,

and any amendments or supplements thereto, and such documents contain all statements and information required to be included therein;

the Registration Statement or any amendment thereto does not include any untrue statement of a material fact or omit to state any material

fact required to be stated therein or necessary to make the statements therein not misleading; and the Time of Sale Disclosure Package

and the Prospectus or any supplements thereto do not include any untrue statement of a material fact or omit to state any material fact

required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,

not misleading; and

(vi)            Since

the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment to the Registration

Statement which has not been so set forth.

(e)            On

the date hereof, and on each Closing Date, the Representatives shall have received from Grant Thornton a letter dated such date addressed

to the Representatives, on behalf of the several Underwriters, in form and substance satisfactory to the Representatives, containing statements

and information of the type ordinarily included in accountants’ “comfort letters” to underwriters, delivered according

to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements

and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package

and the Prospectus.

(f)             Since

the date of the Prospectus, there has not been a Material Adverse Effect.

(g)            Between

the date of this Agreement and the applicable Closing Date, there shall not have occurred any downgrading in the rating of debt securities,

if any, of the Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62)

of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities

of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading,

of such rating).

(h)            The

Securities shall be eligible for clearance and settlement through DTC.

(i)             On

or before each Closing Date, the Representatives and counsel for the Underwriters shall have received such information, certificates,

agreements, opinions and other documents as they may reasonably require.

The Company shall furnish the

Representatives with such conformed copies of such opinions, certificates, letters and other documents as the Representatives shall reasonably

request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement,

this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the First Closing Date or

the Option Closing Date, as the case may be, by the Representatives. Any such cancellation shall be without liability of the Underwriters

to the Company. Notice of such cancellation shall be given to the Company in writing, or by email or telephone and promptly confirmed

in writing.

7.             Indemnification

and Contribution.

(a)            The

Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls any Underwriter within the meaning

of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective directors, officers, employees, affiliates

and agents of each Underwriter from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation)

which, jointly or severally, any such Underwriter or controlling person may incur under the Securities Act, the Exchange Act or otherwise,

insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement (or any amendment thereof), the Preliminary Prospectus, any Issuer

Free Writing Prospectus or the Prospectus, (B) any omission or alleged omission to state a material fact required to be stated in

any such Registration Statement, or necessary to make the statements made therein not misleading, (C) any omission or alleged omission

from the Preliminary Prospectus, any Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements

made therein, in the light of the circumstances under which they were made, not misleading; except in the case of (A), (B) and (C) above

for any such loss, expense, liability, damage or claim that arises out of or is based upon information furnished in writing by any Underwriter

through the Representatives to the Company expressly for use in such Registration Statement, Preliminary Prospectus, Issuer Free

Writing Prospectus or Prospectus, it being understood and agreed that the only such information consists of the information described

as such in Section 12 hereof; and to reimburse the Underwriters or any such director, officer, employee, agent or controlling person

for any legal and other expense reasonably incurred by the Underwriters or any such director, officer, employee or controlling person

in connection with investigating, defending, settling, compromising or paying any such loss, expense, liability, damage or claim. The

indemnity agreement set forth in this Section 7(a) shall be in addition to any liability which the Company may otherwise have.

(b)            Each

Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, and its respective directors and officers

that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities

Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost

of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such

loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of

a material fact contained in the Registration Statement (or any amendment thereof), the Preliminary Prospectus, any Issuer Free Writing

Prospectus or Prospectus, (B) any omission or alleged omission to state a material fact required to be stated in any such Registration

Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from the Preliminary

Prospectus, any such Issuer Free Writing Prospectus or Prospectus of a material fact necessary to make the statements made therein, in

the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged

untrue statement or omission or alleged omission was made in such Registration Statement, Preliminary Prospectus, Issuer Free Writing

Prospectus or Prospectus in reliance upon and in conformity with information furnished in writing by or on behalf of any Underwriter through

the Representatives to the Company expressly for use therein, it being understood and agreed that the only such information furnished

by any Underwriter through the Representatives consists of the information described as such in Section 12 hereof; and to reimburse

the Company or any such director, officer, employee or controlling person for any legal and other expense reasonably incurred by the Company

or any such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying

any such loss, expense, liability, damage or claim. The indemnity agreement set forth in this Section 7(b) shall be in

addition to any liabilities that each Underwriter may otherwise have.

indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it

in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying

party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve

it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified

pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case

of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall be selected by the Company. An

indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying

party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the

indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own

counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction

arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the

indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation

or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification

or contribution could be sought under this Section 7 (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)            If

the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsections

(a) and (b) of this Section 7 in respect of any losses, expenses, liabilities, damages or claims referred to therein, then

each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by

such indemnified party as a result of such losses, expenses, liabilities, damages or claims (i) in such proportion as is appropriate

to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the Offering

or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion

as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company,

on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses,

expenses, liabilities, damages or claims, as well as any other relevant equitable considerations. The relative benefits received

by the Company, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same respective proportion as (i) the

total net proceeds (before deducting expenses) received by the Company from the sale of the Securities pursuant to this Agreement and

(ii) the difference between (x) the aggregate price to the public received by the Underwriters from the sale of the Securities

and (y) the aggregate price paid by the Underwriters to the Company for the Securities purchased pursuant to this Agreement, bear

to the aggregate price to the public received by the Underwriters from the sale of the Securities pursuant to this Agreement. The relative

fault of the Company, on the one hand, and of the Underwriters, on the other hand, shall be determined by reference to, among other things,

whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied

by the Company, on the one hand, or by the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access

to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of

the losses, expenses, liabilities, damages and claims referred to above shall be deemed to include any legal or other fees or expenses

reasonably incurred by such party in connection with investigating or defending any claim or action.

(e)            The

Company, on the one hand, and the Underwriters, on the other hand, agree that it would not be just and equitable if contribution pursuant

to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or

by any other method of allocation which does not take account of the equitable considerations referred to in subsection (d)(i) and,

if applicable (ii), above. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount

in excess of the aggregate difference between (x) the aggregate price to the public received by the Underwriter from the sale of

the Securities and (y) the aggregate price paid by the Underwriter to the Company for the Securities purchased by such Underwriter

pursuant to this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’

obligations to contribute pursuant to this Section 7 are several in proportion to their respective underwriting commitments and not

joint. For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of

the Securities Act or Section 20 of the Exchange Act and such Underwriters’ directors, officers, employees, and agents shall

have the same rights to contribution as the Underwriters, and each director of the Company, each officer of the Company, and each person,

if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall

have the same rights to contribution as the Company.

8.             Substitution

of Underwriters. If any Underwriter defaults in its obligation to purchase the aggregate principal amount of Securities which

it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall be obligated to purchase (in the respective proportions

which the aggregate principal amount of Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I

hereto bears to the total aggregate principal amount of Securities set forth opposite the names of all the non-defaulting Underwriters

in Schedule I hereto) the aggregate principal amount of Securities which the defaulting Underwriter agreed but failed to purchase

(the “Default Securities”); except that the non-defaulting Underwriters shall not be obligated to purchase any of the

aggregate principal amount of Securities if the total aggregate principal amount of Securities which the defaulting Underwriter or Underwriters

agreed but failed to purchase exceeds 10% of the total aggregate principal amount of Firm Securities, and any non-defaulting Underwriter

shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth opposite its name in Schedule I

attached hereto purchasable by it pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, (i) the

non-defaulting Underwriters, and any other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall

not be obligated, to purchase (in such proportions as may be agreed upon among them) all the Default Securities on the terms contained

herein. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives do not elect to purchase

the Default Securities, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company

except for the payment of expenses to be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity

and contribution agreements of the Company and the Underwriters contained in Section 7 hereof.

Nothing contained herein shall

relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory

to the Representatives are obligated or agree to purchase the aggregate principal amount of Securities of a defaulting Underwriter, either

the Representatives or the Company may postpone the First Closing Date for up to five full Business Days in order to effect any changes

that may be necessary in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus or in any other document or

agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package

or the Prospectus which in the Representatives’ opinion may thereby be made necessary. The term “Underwriter” as used

in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party

to this Agreement with respect to the Securities.

9.             Effective

Time and Termination. Until the First Closing Date, this Agreement may be terminated by the Representatives by giving notice as hereinafter

provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to

perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission

by any Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading

in securities generally on the New York Stock Exchange (the “NYSE”) or NASDAQ shall have been suspended or minimum

or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body

or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been

suspended or materially limited by the Commission or by the NYSE or Nasdaq Stock Market or other regulatory body of governmental authority

having jurisdiction; (v) a general banking moratorium has been declared by Federal or New York authorities; (vi) a material

disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have

been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on

the financial markets in the United States which, in the Representatives’ reasonable judgment, makes it inadvisable to proceed with

the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism

involving the United States or any other national or international calamity or emergency has occurred if, in the Representatives’

reasonable judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical

or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement

pursuant to this Section 9 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided

in Sections 5 and 7 hereof.

Any notice referred to above

may be given at the address of the Company as specified in Section 11 hereof in writing or by email or telephone, and if by email

or telephone, shall be promptly confirmed in writing.

10.           Survival

of Indemnities, Contribution, Warranties and Representations. All representations, warranties and agreements of the Company and

the Underwriters herein or in certificates delivered pursuant hereto, and the agreements of the several Underwriters and the Company contained

in Section 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of

any Underwriter or any affiliate or selling agent thereof, or any person controlling an Underwriter, any officers or directors of the

Company or any of the Company’s officers, directors or controlling persons, and shall survive delivery of, and payment for, the

Securities.

11.           Notices. All

communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, hand delivered or transmitted by any

standard form of telecommunication to the parties hereto as follows:

If to the Representatives:

Morgan Stanley & Co. LLC

1585 Broadway, 29th Floor

New York, New York 10036

Attn: Investment Banking Division

Fax: (212) 507-8999

Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue, 4th Floor

New York, New York 10019

Attn: Capital Markets

Piper Sandler & Co.

1251 Avenue of the Americas, 6th Floor

New York, New York 10020

Email: LegalCapMarkets@psc.com

RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street, 8th Floor

New York, New York 10281

Telephone: (212) 618-7706

Email: TMGUS@rbccm.com

Attn: DCM Transaction Management/Scott Primrose

UBS Securities LLC

11 Madison Avenue

New York, New York 10010

Attn: Fixed Income Syndicate

Phone: (203) 719-1088

Email: dl-synd-stamford@ubs.com

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, NC 28202

Attention: Transaction Management

Email: tmgcapitalmarkets@wellsfargo.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Attention: Michael Hong

Email: Michael.Hong@skadden.com

If to the Company:

Adamas Trust, Inc.

90 Park Avenue, 23rd Floor

New York, New York 10016

Attention:  Jason T. Serrano, CEO

Facsimile:  (732) 559-8250

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

2200 Pennsylvania Avenue NW

Suite 500 West

Washington, D.C. 20037-1701

Attention:  Christopher C. Green, Esq.

Facsimile: (202) 879-8941

The Company shall be entitled to act and rely upon

any request, consent, notice or agreement given or made on behalf of the Underwriters by the Representatives.

12.           Information

Furnished by Underwriters. The statements set forth under the caption “Underwriting” in the fourth paragraph and

the tenth paragraph constitute the only written information furnished by or on behalf of any Underwriter referred to in paragraphs (c),

(d), (e) and (f) of Section 1 hereof and in paragraphs (a) and (b) of Section 7 hereof.

13.           Parties. This

Agreement is made solely for the benefit of the several Underwriters, the Company, any officer, director or controlling person referred

to in Section 7 hereof, and their respective successors and assigns or heirs and legal representatives, as applicable, and no other

person shall acquire or have any right by virtue of this Agreement. The term “successors and assigns,” as used in this

Agreement, shall not include any purchaser of any of the Securities from any of the Underwriters merely by reason of such purchase.

14.           Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter 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.

purposes of this Section 14, 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.

15.           Definition

of “Business Day.” For purposes of this Agreement, “Business Day” means any day on which NASDAQ is open

for trading.

16.           Governing

Law. This Agreement and any claim, controversy or dispute relating to or arising out of this Agreement shall be governed by and

construed in accordance with the internal law of the State of New York, including Section 5-1401 of the General Obligations Law,

but otherwise without regard to conflict of laws principles.

17.           Partial

Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect

the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this

Agreement is for any reason determined to be invalid or unenforceable, there shall be permitted to be made such minor changes (and only

such minor changes) as are necessary to make it valid and enforceable.

18.           Absence

of Fiduciary Relationship. The Company acknowledges and agrees that:

(a)            the

Underwriters have been retained solely to act as underwriters in connection with the sale of the Securities and that no fiduciary, advisory

or agency relationship between the Company, on the one hand, and the Underwriters, on the other hand, has been created in respect of any

of the transactions contemplated by this Agreement, irrespective of whether the Underwriters have advised or are advising the Company

on other matters;

(b)            the

price of the Securities set forth in this Agreement was established by the Company following discussions and arm’s length negotiations

with the Underwriters, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions

of the transactions contemplated by this Agreement;

Company has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests

that differ from those of the Company, and that the Underwriters have no obligation to disclose such interests and transactions to the

Company by virtue of any fiduciary, advisory or agency relationship; and

(d)            the

Company waives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or

alleged breach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company

in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including

stockholders, employees or creditors of the Company.

19.           General

Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written

or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This

Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. 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. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition

herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section

headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

20.           JURY

TRIAL. THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES) AND

EACH OF THE UNDERWRITERS 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.

21.           Submission

to Jurisdiction. Except as set forth below, no claim may be commenced, prosecuted or continued in any court other than the courts

of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of

New York in New York County, which courts shall have exclusive jurisdiction over the adjudication of such matters, and the Company and

each Underwriter consent to the jurisdiction of such courts and personal service with respect thereto. The Company consents to personal

jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by

any third party against any Underwriter or any indemnified party. The Company agrees that a final judgment in any such action, proceeding

or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to

the jurisdiction of which the Company is or may be subject by suit upon such judgment.

22.           Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Underwriters to properly identify their respective clients.

[Signature page follows.]

Please confirm, by signing and returning to us a

counterpart of this Agreement, that the Representatives are acting on behalf of themselves and the several Underwriters and that the foregoing

correctly sets forth the agreement among the Company and the several Underwriters.

Very truly yours,

ADAMAS TRUST, INC.

By:

/s/ Jason T. Serrano

Name:

Jason T. Serrano

Title:

Chief Executive Officer

Confirmed and accepted as of the date first above mentioned:

MORGAN STANLEY & CO. LLC

By:

/s/ Michael Borut

Name:

Michael Borut

Title:

Executive Director

KEEFE, BRUYETTE & WOODS, INC.

By:

/s/ Edward B. Conway

Name:

Edward B. Conway

Title:

Managing Director

PIPER SANDLER & CO.

By:

/s/ James Furey

Name:

James Furey

Title:

Managing Director

[Signature Page to Underwriting Agreement]

RBC CAPITAL MARKETS, LLC

By:

/s/ Dan Botoff

Name:

Dan Botoff

Title:

Managing Director, Head of Global DCM Syndicate

UBS SECURITIES LLC

By:

/s/ Todd Mahoney

Name:

Todd Mahoney

Title:

Managing Director

By:

/s/ Igor Grinberg

Name:

Igor Grinberg

Title:

Managing Director

WELLS FARGO SECURITIES, LLC

By:

/s/ Carolyn Hurley

Name:

Carolyn Hurley

Title:

Managing Director

As Representatives of the Several Underwriters named in Schedule

I hereto

[Signature Page to Underwriting Agreement]

SCHEDULE I

Underwriting Agreement dated August 11, 2026

Underwriters

Principal Amount

of Firm Securities

to be Purchased

Morgan Stanley & Co. LLC

$ 15,000,000

Keefe, Bruyette & Woods, Inc.

$ 15,000,000

Piper Sandler & Co.

$ 15,000,000

RBC Capital Markets, LLC

$ 15,000,000

UBS Securities LLC

$ 15,000,000

Wells Fargo Securities, LLC

$ 15,000,000

Total

$ 90,000,000

SCHEDULE I(j)

Entity

Company Ownership

828 ASCENT JV, LLC

37.62 %

SCHEDULE I(tt)

New York Mortgage Trust 2005-1

New York Mortgage Trust 2005-2

New York Mortgage Trust 2005-3

NYM Preferred Trust I

NYM Preferred Trust II

NYMT Loan Trust 2022-CP1

NYMT Loan Trust 2022-INV1

NYMT Loan Trust 2024-CP1

NYMT Loan Trust, Series 2024-BPL3

NYMT Loan Trust 2024-INV1

NYMT 2024-RR1

NYMT Loan Trust 2025-INV1

NYMT Loan Trust 2025-CP1

NYMT Loan Trust 2025-INV2

NYMT Loan Trust 2026-INV1

NYMT Loan Trust 2026-INV2

NYMT Loan Trust 2026-INV3

NYMT Loan Trust 2026-INV4

SCHEDULE II

Issuer General-Use Free Writing Prospectus

See attached.

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Security Exchange Name

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9.125% Senior Notes due 2029

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No definition available.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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