Form 8-K

8-K — LXP Industrial Trust

Accession: 0001104659-26-084849

Filed: 2026-07-20

Period: 2026-07-19

CIK: 0000910108

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2620850d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2620850d1_ex2-1.htm)

EX-3.1 — EXHIBIT 3.1 (tm2620850d1_ex3-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2620850d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

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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):

July 19, 2026

LXP INDUSTRIAL TRUST

(Exact name of registrant as specified in its

charter)

maryland

1-12386

13-3717318

(State

of incorporation)

(Commission

File Number)

(IRS

Employer Identification Number)

515 N Flagler Dr, Suite 408, West Palm Beach,

FL 33401

(Address of Principal Executive Office) (Zip

Code)

Registrant’s telephone number, including

area code: (212) 692-7200

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

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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

Shares of beneficial interest, par value $0.0001 per share, classified as Common Stock

LXP

New York Stock Exchange

6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share

LXPPRC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§ 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 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On July 19, 2026, LXP Industrial Trust, a Maryland

real estate investment trust (the “Company”), Leopard REIT LLC, a Delaware limited liability company (“Parent”),

and Leopard Merger Sub LLC, a Maryland limited liability company and a wholly owned indirect subsidiary of Parent (“Merger

Sub” and, together with Parent, the “Parent Parties”), entered into an Agreement and Plan of Merger

(the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set

forth therein, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger (the “Surviving Entity”

and such merger, the “Merger”). Upon completion of the Merger, the Surviving Entity will be wholly-owned by

Parent (other than in respect of the outstanding Company Series C Preferred Shares) and the Surviving Entity will continue under the name

“Leopard Merger Sub LLC” or such other name as Parent selects. Each capitalized term used herein but not otherwise defined

has the meaning given to it in the Merger Agreement.

The Merger and the other transactions contemplated

by the Merger Agreement were unanimously approved and declared advisable by the board of trustees of the Company (the “Company

Board”), which also directed that approval of the Merger and the other transactions contemplated by the Merger Agreement

be submitted for consideration by the Company’s shareholders at a special meeting of the Company’s shareholders to be called

for that purpose and, except as may be permitted under the Merger Agreement, resolved to recommend approval of the Merger and the other

transactions contemplated by the Merger Agreement by the Company’s common shareholders.

Treatment of Common Shares

Pursuant to the terms and subject to the conditions

set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share

of beneficial interest, par value $0.0001 per share, of the Company (the “Company Common Shares”) issued and

outstanding as of immediately prior to the Effective Time (other than Excluded Shares (as defined below)) will be automatically cancelled

and converted into the right to receive an amount in cash equal to $61.20 per share, without interest (the “Merger Consideration”).

Each Company Common Share held by the Parent Parties

or any of their respective subsidiaries, or held by any subsidiary of the Company, in each case as of immediately prior to the Effective

Time (collectively, “Excluded Shares”), will automatically be cancelled and will cease to exist, and no consideration

will be paid, nor will any right inure or attach with respect to such Company Common Shares in connection with or as a consequence of

the Merger.

Treatment of Company Series C Preferred Shares

Pursuant to the terms and subject to the conditions

set forth in the Merger Agreement, at the Effective Time, each 6.50% Series C Cumulative Convertible Preferred Share, par value $0.0001

per share, of the Company (the “Company Series C Preferred Shares”) issued and outstanding as of immediately

prior to the Effective Time will automatically be cancelled and converted into the right to receive one Surviving Entity Series C Preferred

Unit (the “Series C Preferred Consideration”).

Treatment of Company Restricted Share Awards

At the Effective Time, each Company Restricted

Share Award granted under the Company’s 2022 Equity-Based Award Plan (as amended) that is outstanding as of immediately prior to

the Effective Time will, to the extent not vested, become fully vested (with any applicable performance conditions deemed satisfied at

the maximum level of performance) and will be cancelled in exchange for the right to receive, within three Business Days after the Effective

Time, a lump sum cash payment equal to the product of (i) the Merger Consideration and (ii) the number of Company Common Shares represented

by such Company Restricted Share Award, together with any accrued but unpaid dividends thereon, in each case less any required

withholding taxes.

Go-Shop; Prohibition on Solicitations of Transactions

During the period beginning on the date of the

Merger Agreement and continuing until 11:59 p.m. (New York City time) on August 28, 2026 (the “No-Shop Period Start Date”,

and such period, the “Go-Shop Period”), the Company has the right to (i) solicit, initiate or facilitate any

inquiry or the making of any proposal which constitutes, or may reasonably be expected to result in, any Competing Proposal, (ii) engage

in, continue and otherwise participate in any discussions or negotiations regarding a Competing Proposal, (iii) furnish information (including

non-public information) relating to the Company and its subsidiaries and afford access to their business, properties, personnel, assets,

books, records and other non-public information to a third party pursuant to an Acceptable Confidentiality Agreement, and (iv) otherwise

cooperate with or assist any Competing Proposal or inquiry. If any third party submits a written Competing Proposal that the Company Board

determines in good faith, after consultation with its financial advisors and outside legal counsel based on the information then available,

constitutes or could reasonably be expected to lead to a Superior Proposal prior to the end of the Go-Shop Period, such party will be

deemed an “Excluded Party” for purposes of the Merger Agreement. If the Merger Agreement is terminated by the

Company prior to 11:59 p.m. (New York City time) on September 2, 2026, subject to extension in certain circumstances (the “Cut-Off

Time”), in order to enter into a definitive agreement with respect to a Superior Proposal with an Excluded Party in accordance

with the terms of the Merger Agreement, the termination fee payable by the Company to Parent will be an amount in cash equal to $54,122,768.

From and after the No-Shop Period Start Date,

other than as permitted in certain circumstances described in the Merger Agreement, including in connection with continued negotiations

with an Excluded Party, the Company has agreed to promptly cease any solicitations, discussions or negotiations with any third party that

may be ongoing with respect to any Competing Proposal and not to directly or indirectly solicit, initiate, provide any non-public information

in response to, or knowingly encourage or knowingly facilitate any inquiry or the making of any proposal which constitutes, or may reasonably

be expected to lead to, any Competing Proposal. Notwithstanding the foregoing, from and after the No-Shop Period Start Date and prior

to obtaining the Shareholder Approval, the Company may participate or engage in discussions or negotiations with, and provide non-public

information to, a third party that has made a bona fide Competing Proposal if the Company Board determines in good faith after consultation

with its outside legal counsel and financial advisor, that such Competing Proposal constitutes, or would reasonably be expected to result

in, a Superior Proposal.

Closing Conditions

The consummation of the Merger is subject to certain

customary closing conditions, including, among others, approval of the Merger by the affirmative vote of the holders of Company Common

Shares entitled to cast a majority of all the votes entitled to be cast at the Shareholders Meeting on the Merger (the “Shareholder

Approval”), the receipt of certain required governmental consents and approvals, and a Company Material Adverse Effect not

having occurred. The obligations of the parties to consummate the Merger are not subject to any financing condition.

Termination of the Merger Agreement; Termination

Payment

The Merger Agreement contains customary termination

rights, including the right of either party to terminate the Merger Agreement if the Merger has not been completed by 11:59 p.m. (New

York City time) on January 19, 2027, or if the Shareholder Approval has not been obtained upon a vote taken at the Shareholders Meeting

or any adjournment or postponement thereof.

The Merger Agreement also may be terminated under

certain circumstances, including by Parent if, subject to certain limitations, the Company Board effects an Adverse Recommendation Change,

or by the Company if, subject to certain limitations, the Company Board determines to enter into a definitive agreement with respect to

a Superior Proposal. In addition, either party may terminate the Merger Agreement in the event of certain uncured breaches by the other

party, subject to specified notice and cure periods.

If the Merger Agreement is terminated by the Company

prior to the Cut-Off Time in order to enter into a definitive agreement with an Excluded Party with respect to a Superior Proposal, then

the termination fee payable by the Company to Parent will be $54,122,768. If the Merger Agreement is terminated (i) by the Company in

order to enter into a definitive agreement with respect to a Superior Proposal other than as described in the preceding sentence, (ii) by

Parent following an Adverse Recommendation Change by the Company Board, or (iii) in certain other enumerated circumstances described in

the Merger Agreement, the Company will be required to pay Parent a termination fee of $108,245,537.

A termination fee of $288,654,765 (“Parent

Termination Payment”) will become payable by Parent in the event (i) Parent fails to consummate the Merger following the

satisfaction or waiver of all closing conditions (other than those conditions that, by their nature, are to be satisfied at the closing,

but subject to such conditions being capable of being satisfied), or (ii) Parent breaches the Merger Agreement in a manner that causes

the related closing conditions not to be satisfied. Under specified circumstances, including where all conditions to Parent’s obligation

to close have been satisfied and Parent fails to consummate the closing, the Company is entitled to seek specific performance to cause

the Parent Parties to draw down and fund the equity financing under the Equity Commitment Letter and to consummate the Merger, subject

to the terms and conditions set forth in the Merger Agreement.

Dividends

Pursuant to the terms of the Merger Agreement,

the Company is not permitted to pay its regular quarterly dividends during the pendency of the Merger, except for dividends necessary

for the Company and its subsidiaries to maintain their qualification as a real estate investment trust. Any such dividend described in

the foregoing sentence would result in an offsetting decrease to the Merger Consideration, but no such dividend is currently anticipated.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations,

warranties and covenants, including, among others, covenants by the Company to conduct its business in all material respects in the ordinary

course, subject to certain exceptions, during the period between the execution of the Merger Agreement and consummation of the Merger.

The Merger Agreement also requires the Company to convene and hold a shareholders meeting for the purpose of obtaining the Shareholder

Approval.

***

The foregoing description of the Merger Agreement

is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,

which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to

provide shareholders with information regarding its terms. It is not intended to provide any other factual or financial information about

the Company, the Parent Parties or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements

contained in the Merger Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit

of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties

have been qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger

Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting

parties that differ from those applicable to investors. Shareholders should not rely on the representations, warranties, covenants and

agreements contained in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition

of the Company, the Parent Parties or any of their respective affiliates or businesses. Moreover, information concerning the subject matter

of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be

fully reflected in the Company’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in

conjunction with the other information regarding the Company, the Parent Parties and their respective affiliates or businesses and the

Merger, each of which will be contained in or attached as an annex to the proxy statement that the Company will file in connection with

the Merger, as well as in the other filings that the Company will make with the Securities and Exchange Commission (“SEC”).

Commitments and Guarantee

The Parent Parties have secured committed financing,

consisting of (i) equity financing to be provided by affiliates of Parent on the terms and subject to the conditions set forth in equity

commitment letters provided by such funds (the “Equity Commitment Letters”), and (ii) debt financing to be provided

by certain lenders on the terms and subject to the conditions set forth in a debt commitment letter (the “Debt Commitment

Letter”), the aggregate proceeds of which are expected to be sufficient for the Parent Parties to pay all amounts they may

be obligated to pay pursuant to the Merger Agreement, including the aggregate Merger Consideration and all related fees and expenses.

The closing of the Merger is not conditioned on the Parent Parties obtaining the debt financing.

The Debt Commitment Letter is subject to a number

of customary conditions for the financing of the debt and permits each lender to unilaterally terminate its commitment upon the occurrence

of certain specified events. Such conditions and events include: (i) the contemplated borrower fails to provide customary “know

your customer” information about the borrower, the guarantor, the two equity sponsor entities that are parties to the Debt Commitment

Letter (the “Sponsor”) and certain other direct and indirect owners to the lenders within the debt commitment

period; (ii) the Sponsor has made certain untrue or false customary, specified representations and warranties of the contemplated borrower

(with respect to itself and the guarantor) to lenders that remain untrue at closing and could reasonably be expected to materially and

adversely affect the debt financing; (iii) the filing of any petition of bankruptcy, insolvency or reorganization by or against the Sponsor,

the Company or any direct or indirect subsidiary of any of them that holds a direct or indirect interest in the properties or the contemplated

borrower, subject, in the case of an involuntary filing not consented to by the applicable party, to such filing remaining undischarged

or undismissed as of the commitment expiration date; (iv) the occurrence of a Company Material Adverse Effect that gives Parent the right

to terminate its obligations under the Merger Agreement; and (v) the Merger Agreement is terminated in whole for any reason prior to closing.

In addition, certain affiliates of Parent have

entered into limited guarantees in favor of the Company (each, a “Guarantee”), pursuant to which they have each

guaranteed, on a several basis, certain payment obligations of the Parent Parties under the Merger Agreement, including the Parent Termination

Payment, up to an aggregate amount not to exceed the Parent Termination Payment plus certain reimbursement and recovery costs, subject

to the terms and conditions of the Guarantees.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 19, 2026, the Company Board amended the

Company’s Third Amended and Restated By-laws to include a provision that, unless the Company consents in writing to the selection

of an alternative forum, (i) the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United

States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive forum for (a) any Internal Corporate

Claim as defined under the Maryland General Corporation Law, (b) any derivative action or proceeding brought in the right or on behalf

of the Company, (c) any action asserting a claim of breach of any duty owed by any trustee, officer, other employee, or agent of the Company

to the Company or its shareholders, (d) any action asserting a claim against the Company or any trustee, officer, other employee, or agent

of the Company arising pursuant to any provision of the Maryland REIT Law, the Company’s Declaration of Trust or By-laws or (e)

any action asserting a claim against the Company or any trustee, officer or other employee of the Company that is governed by the internal

affairs doctrine, and (ii) the federal district courts of the United States of America shall, to the fullest extent permitted by law,

be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933,

as amended. Such provision also provides that any shareholder that is a party to an action, proceeding or claim pending in the Circuit

Court for Baltimore City, Maryland shall cooperate in having the action or proceeding assigned to the Maryland Business and Technology

Case Management Program.

This description of the amendment is qualified

in its entirety by reference to the complete text of the amendment to the Company’s Third Amended and Restated By-laws, a copy of

which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On July 20, 2026, the Company issued a press release

announcing the execution of the Merger Agreement. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated

herein by reference.

The information contained in Item 7.01 of this

report, including the information in Exhibit 99.1 attached to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not

be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject

to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1

attached to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act

of 1933, as amended.

Additional Information and Where to Find It

In connection with the proposed transaction, the

Company intends to file with the SEC a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the

SEC (if and when it becomes available), the Company will mail the definitive proxy statement and a proxy card to each shareholder entitled

to vote at the special meeting relating to the proposed transaction. This Report is not a substitute for the proxy statement or any other

document which the Company may file with the SEC. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING

ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY FILES

WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proposals

for consideration by the Company’s shareholders regarding the proposed transaction will be made solely through the proxy statement.

The definitive proxy statement, the preliminary proxy statement and any other documents filed by the Company with the SEC (when available)

may be obtained free of charge at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s

website at https://ir.lxp.com or by contacting the Company’s Investor Relations team by email at ir@lxp.com.

Participants in the Solicitation

This Report does not constitute a solicitation

of a proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and certain of its trustees and executive

officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed

transaction. Information about the Company’s trustees and executive officers and their ownership of the Company’s securities

is set forth in the Company’s definitive proxy statement on Schedule 14A for its 2026 annual meeting of shareholders, filed with

the SEC on April 3, 2026, and subsequent documents filed with the SEC. Additional information regarding the identity of participants in

the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings

or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the

proposed transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Cautionary Statement Regarding Forward-Looking

Statements

Certain statements contained herein, other than

historical fact, regarding the proposed transaction, including any statements regarding the expected timetable for completing the proposed

transaction and benefits of the proposed transaction, and any other statements regarding the Company’s future expectations, beliefs,

plans, objectives, financial conditions, assumptions or future events or performance that are not historical, may be considered “forward-looking

statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are intended to be covered

by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject

to a number of trends and uncertainties. No forward-looking statement is intended to, nor shall it, serve as a guarantee of future performance.

You can identify the forward-looking statements by the use of words such as “may,” “will,” “would,”

“could,” “should,” “expect,” “intend,” “anticipate,” “estimate,”

“believe,” “continue,” “seek,” “endeavor,” and other similar terms and phrases. Forward-looking

statements are subject to various risks and uncertainties and factors that could cause actual results to differ materially from the Company’s

expectations, and you should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other

factors, which are, in some cases, beyond the Company’s control and could materially affect the Company’s results of operations,

financial condition, cash flows, performance or future achievements or events. Some of the factors that may affect outcomes and results

include, but are not limited to: (i) risks associated with the Company’s ability to obtain the Shareholder Approval required to

consummate the proposed Merger and the timing of the closing of the proposed Merger, including the risks that a condition to closing would

not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger would not occur, (ii) the outcome

of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement and the costs related to

such proceedings, (iii) the risk that shareholder litigation or other proceedings in connection with the proposed Merger may affect the

timing or occurrence of the proposed Merger or result in significant costs of defense, indemnification and liability, (iv) unanticipated

difficulties or expenditures relating to the proposed Merger, the response of the Company’s tenants, business partners and competitors

to the announcement of the proposed Merger, potential difficulties with the Company’s ability to retain and hire key personnel and

maintain its business relationships, including those with tenants and other third parties, as a result of the proposed Merger, and/or

potential difficulties in employee retention as a result of the announcement and pendency of the proposed Merger, (v) changes affecting

the real estate industry and changes in market and economic conditions, including tariffs, geopolitical tensions and elevated inflation

and interest rates that may adversely impact the Company or its tenants, (vi) increased or unanticipated competition in the real estate

market, (vii) the uncertainties of real estate development, acquisition and disposition activity, (viii) maintenance of real estate investment

trust status, (ix) fluctuations in interest rates and the costs and availability of financing, (x) dependence on tenants’ financial

condition, (xi) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the

Merger Agreement, (xii) the ability to recognize the anticipated benefits of the proposed Merger and (xiii) the risk that the Company’s

stock price may decline significantly if the proposed transaction is not consummated. Additional factors include those described under

the section entitled Item 1A. “Risk Factors” of Part I of the Company’s 2025 Annual Report on Form 10-K, as filed with

the SEC on February 12, 2026, a copy of which is available at www.sec.gov. The Company undertakes no obligation to publicly update or

revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

2.1*§

Agreement and Plan of Merger, dated as of July 19, 2026, by and among Leopard REIT LLC, Leopard Merger Sub LLC, and LXP Industrial Trust.

3.1

First Amendment to the Third Amended and Restated By-Laws of LXP Industrial Trust effective July 19, 2026.

99.1

Press Release, dated July 20, 2026.

104

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

* Certain exhibits and schedules have been omitted pursuant to Item

601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon

request.

§ Certain portions of this exhibit (indicated by “[***]”)

have been redacted pursuant to Regulation S-K, Item 601(a)(6).

SIGNATURES

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.

LXP INDUSTRIAL TRUST

Date: July 20, 2026

By:

/s/ Joseph S. Bonventre

Name: Joseph S. Bonventre

Title: Secretary

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2620850d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

by and among

LEOPARD REIT LLC,

LEOPARD MERGER SUB LLC,

and

LXP INDUSTRIAL TRUST

Dated as of July 19, 2026

TABLE OF CONTENTS

Article 1 DEFINITIONS

Section 1.1

Definitions

Section 1.2

Interpretation and Rules of Construction

Article 2 THE MERGER

Section 2.1

The Merger

Section 2.2

Closing

Section 2.3

Effective Time

Section 2.4

Organizational Documents of the Surviving Entity

Section 2.5

Board of Directors and Officers of the Surviving

Entity

Section 2.6

Tax Consequences

Article 3 EFFECTS OF THE MERGER

Section 3.1

Effects of the Merger

Section 3.2

Payment Procedures

Section 3.3

Treatment of Company Restricted Share Awards

Section 3.4

ESPP

Section 3.5

Withholding Rights

Section 3.6

Dissenters Rights

Section 3.7

General Effects of the Merger

Article 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1

Organization and Qualification; Subsidiaries

Section 4.2

Authority; Approval Required

Section 4.3

No Conflict; Required Filings and Consents

Section 4.4

Capital Structure

Section 4.5

SEC Documents; Financial Statements; Internal Controls;

Off-Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws

Section 4.6

Absence of Certain Changes or Events

Section 4.7

No Undisclosed Liabilities

Section 4.8

Permits; Compliance with Law

Section 4.9

Litigation

Section 4.10

Properties

Section 4.11

Environmental Matters

Section 4.12

Material Contracts

Section 4.13

Taxes

Section 4.14

Intellectual Property

Section 4.15

Information Privacy and Security

Section 4.16

Insurance

Section 4.17

Company Benefit Plans

Section 4.18

Labor Matters

Section 4.19

Related-Party Transactions

Section 4.20

Brokers

Section 4.21

Opinion of Financial Advisor

Section 4.22

Takeover Statutes

Section 4.23

Company Information

Section 4.24

No Other Representations and Warranties

Article 5 REPRESENTATIONS AND WARRANTIES

OF THE PARENT PARTIES

Section 5.1

Organization and Qualification

Section 5.2

Authority

Section 5.3

No Conflict; Required Filings and Consents

Section 5.4

Sufficiency of Funds

Section 5.5

Solvency

Section 5.6

Guarantee

Section 5.7

Absence of Certain Agreements

Section 5.8

Litigation

Section 5.9

No Vote of Parent Equityholders

Section 5.10

Compliance

Section 5.11

Brokers

Section 5.12

Takeover Statutes

Section 5.13

Information Supplied

Section 5.14

No Other Representations and Warranties

Article 6 COVENANTS RELATING TO CONDUCT

OF BUSINESS PENDING THE MERGER

Section 6.1

Conduct of Business by the Company

Section 6.2

No Control of Other Parties’ Business

Article 7 ADDITIONAL COVENANTS

Section 7.1

Preparation of the Proxy Statement; Shareholder

Approval

Section 7.2

Access to Information; Confidentiality

Section 7.3

Go-Shop; No Solicitation of Transactions; Change

in Recommendation

Section 7.4

Interim Operations of Parent and Merger Sub

Section 7.5

Public Announcements

Section 7.6

Appropriate Action; Consents; Filings

Section 7.7

Notification of Certain Matters; Transaction Litigation

Section 7.8

Employee Matters

Section 7.9

Indemnification; Directors’ and Officers’

Insurance

Section 7.10

Section 16 Matters

Section 7.11

Financing Cooperation; Assumption

Section 7.12

Financing

Section 7.13

Takeover Statutes

Section 7.14

Treatment of Company Indebtedness

Section 7.15

Obligations of the Parties

Section 7.16

Tax Matters

Section 7.17

Dividends

Section 7.18

Deregistration and Delisting

Section 7.19

Trustee and Officer Resignations

Section 7.20

Requested Transactions

Section 7.21

Series C Preferred Shares Cooperation

Article 8 CONDITIONS

Section 8.1

Conditions to Each Party’s Obligation to Effect

the Merger

Section 8.2

Conditions to Obligations of the Company

Section 8.3

Conditions to Obligations of the Parent Parties

Section 8.4

Failure of Closing Conditions

Article 9 TERMINATION; FEES AND EXPENSES;

AMENDMENT

Section 9.1

Termination

Section 9.2

Effect of Termination

Section 9.3

Fees and Expenses

Section 9.4

Payment of Amount or Expenses

101

Section 9.5

Amendment

103

Article 10 GENERAL PROVISIONS

103

Section 10.1

Non-Survival of Representations and Warranties and

Certain Covenants

103

Section 10.2

Notices

103

Section 10.3

Severability

105

Section 10.4

Counterparts

105

Section 10.5

Entire Agreement; Third-Party Beneficiaries

106

iii

Section 10.6

Extension; Waiver

106

Section 10.7

Governing Law; Venue

107

Section 10.8

Assignment

107

Section 10.9

Obligation of Parent

108

Section 10.10

Specific Performance

108

Section 10.11

Non-Recourse

110

Section 10.12

Waiver of Jury Trial

111

Section 10.13

Authorship

111

Exhibits

Exhibit A

REIT Opinion

Exhibit B

REIT Officer’s Certificate

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN

OF MERGER, dated as of July 19, 2026 (this “Agreement”), is made and entered into by and among Leopard REIT

LLC, a Delaware limited liability company (“Parent”), Leopard Merger Sub LLC, a Maryland limited liability company

and wholly owned indirect subsidiary of Parent (“Merger Sub”), and LXP Industrial Trust, a Maryland real estate investment

trust (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party”

and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed

to them in Article 1.

WHEREAS, the Parties wish

to effect a business combination in which the Company will merge with and into Merger Sub (such merger transaction, the “Merger”),

with Merger Sub being the surviving entity in the Merger, upon the terms and subject to the conditions set forth in this Agreement and

in accordance with the Maryland REIT Law (the “MRL”) and the Maryland Limited Liability Company Act (the “MLLCA”),

and pursuant to which each outstanding common share of beneficial interest, par value $0.0001 per share, of the Company (the “Company

Common Shares”) issued and outstanding immediately prior to the Effective Time (as defined herein) will be converted into the

right to receive the Merger Consideration (as defined herein), upon the terms and subject to the conditions set forth in this Agreement

and in accordance with the MRL and the MLLCA;

WHEREAS, the board of trustees

of the Company (the “Company Board”) has unanimously (i) determined and declared that the Merger and the other

transactions contemplated by this Agreement are advisable and in the best interests of the Company and its shareholders, (ii) duly

authorized and approved the execution, delivery and performance of this Agreement, including the consummation of the Merger and the other

transactions contemplated by this Agreement, (iii) directed that the approval of the Merger and the other transactions contemplated

by this Agreement be submitted for consideration by the holders of Company Common Shares at the Shareholders Meeting (as defined herein),

and (iv) except as may be permitted pursuant to Section 7.3, resolved to recommend the approval of the Merger and

the other transactions contemplated by this Agreement by the shareholders of the Company;

WHEREAS, the board of managers

of Parent has duly and validly authorized, approved and declared advisable, the execution, delivery and performance of this Agreement

and the consummation of the Merger and the other transactions contemplated by this Agreement;

WHEREAS, board of directors

of Merger Sub has taken, or caused to be taken, all actions required for the execution of this Agreement by Merger Sub, to adopt and

approve this Agreement and to approve the consummation by Merger Sub of the Merger and the other transactions contemplated by this Agreement;

WHEREAS, concurrently with

the execution and delivery of this Agreement, and as a condition and a material inducement to the Company’s willingness to enter

into this Agreement, each of Brookfield Asset Management Ltd. (the “Brookfield Sponsor”) and CPP Investment Board

Private Holdings (6) Inc. (the “CPPIB Sponsor, and, together with the Brookfield Sponsor, the “Guarantors”),

is entering into a limited guarantee in favor of the Company (each, a “Guarantee” and, collectively, the “Guarantees”),

guaranteeing certain obligations of the Parent Parties under this Agreement;

WHEREAS, concurrently with

the execution and delivery of this Agreement, and as a condition and a material inducement to each Party’s willingness to enter

into this Agreement, each Guarantor is entering into an equity financing commitment letter in favor of Parent (each, an “Equity

Commitment Letter” and, collectively, the “Equity Commitment Letters”), pursuant to which such Guarantor

has committed, subject to the terms and conditions therein, to invest in Parent the amounts set forth therein;

WHEREAS, concurrently with

the execution and delivery of this Agreement, and as a condition and a material inducement to each Party’s willingness to enter

into this Agreement, Parent has delivered to the Company a true, correct and complete copy of a duly executed debt commitment letter,

dated as of July 19, 2026, together with any fee letters (subject to redactions of fee amounts or other economic terms, so long

as such redaction does not cover terms that could adversely affect the conditionality, amount, or availability of the Financing on the

Closing Date) in connection therewith (together with the term sheet and any other annexes, exhibits, schedules or other attachments thereto,

collectively, the “Debt Commitment Letters” and, together with the Equity Commitment Letters, the “Financing

Commitment Letters”) by and among Parent and the Debt Financing Sources party thereto, pursuant to which the financial institutions

will provide, on the terms and subject only to the conditions expressly stated therein, debt financing to Parent or its Affiliates in

the amounts set forth therein; and

WHEREAS, each of the Parties

desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and to prescribe various

conditions to the Merger.

NOW THEREFORE, in consideration

of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Agreement, and other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree

as follows:

Article 1

DEFINITIONS

Section 1.1             Definitions.

(a)            For

purposes of this Agreement:

“Acceptable Confidentiality

Agreement” shall mean any confidentiality agreement containing provisions limiting the disclosure and use of non-public information

of or with respect to the Company that (i) contains provisions that are not, in the aggregate, less favorable in any material respect

to the Company than the terms of the Nondisclosure Agreement, except for such changes specifically necessary in order for the Company

to be able to comply with its obligations under Section 7.3 of this Agreement, and such immaterial changes requested by

the counterparty to ensure the confidentiality agreement is consistent with its organization’s customary policies, procedures and

practices with respect to confidentiality agreements, and except that such confidentiality agreement need not include explicit or implicit

standstill provisions that would restrict the making of or amendment or modification to Competing Proposals; provided that such

agreement does not contain any exclusivity or other provisions that would restrict in any manner the Company’s ability to consummate

the Merger or comply with its obligations to the Parent Parties hereunder, or (ii) was entered into prior to the date of this Agreement.

“Acquired Companies”

means the Company and its Subsidiaries, collectively.

“Action”

means any claim, charge, counterclaim, action, cause of action, suit, litigation, arbitration, mediation, audit, hearing, subpoena, petition,

or other legal proceeding (whether sounding in contract, tort or otherwise, whether civil or criminal and whether brought, conducted,

tried or heard by or before any Governmental Authority).

“Affiliate”

of a specified Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or

is under common control with, such specified Person. For purposes of the immediately preceding sentence, the term “control”

(including, with correlative meanings, the terms “controlling,” “controlled by” and “under

common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct

or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or

otherwise. Notwithstanding the foregoing, (i) prior to the Closing, (A) the Parent Parties and their respective subsidiaries

shall not be deemed to be Affiliates of the Company and (B) the Company shall not be deemed to be Affiliates of the Parent Parties,

(ii) except for purposes of Section 7.6(d), Section 10.10(c) and Section 10.11(a),

none of Brookfield Corporation (“Brookfield”) or Canada Pension Plan Investment Board (“CPPIB”)

or their respective Affiliates, or any of the direct or indirect portfolio companies owned, managed, advised or controlled by either

of Brookfield or CPPIB or their respective Affiliates, shall be considered to be an Affiliate of Parent or Merger Sub, and none of the

limited partners or other direct or indirect investors in any investment fund affiliated with, advised or managed by either Brookfield

or CPPIB or any of their respective Affiliates, or any of the respective Affiliates of any such limited partners or investors, shall

be considered to be Affiliates of Parent or Merger Sub solely as a result of such Persons being limited partners or other direct or indirect

investors in any such investment fund, (iii) in no event shall any Unconsolidated JV be deemed to be an Affiliate of the Company,

(iv) in no event shall Brookfield Sponsor and CPPIB Sponsor be deemed to be an Affiliate of each other.

“Ancillary Documents”

means the Guarantees, the Equity Commitment Letters, the Debt Commitment Letters, the Nondisclosure Agreement, the Access Agreement and

any other agreements, documents, certificates or instruments that are required for the consummation of the transactions contemplated

herein or therein.

“Anti-Corruption

Laws” means (i) the U.S. Foreign Corrupt Practices Act of 1977, and (ii) any anti-bribery, anti-corruption or similar

applicable Law of any other jurisdiction.

“Antitrust Laws”

means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, all applicable

state, foreign or supranational antitrust Laws and all other applicable Laws issued by a Governmental Entity that are designed or intended

to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition

through merger or acquisition.

“Assumption”

means any assumption, Consent or other approval required in connection with this Agreement or the transactions contemplated thereby related

to the existing Indebtedness set forth on Section 1.1(a) of the Company Disclosure Letter.

“Book-Entry Share”

means, with respect to any Party, a book-entry share registered in the transfer books of such Party.

“Business Day”

means any day other than a Saturday, Sunday or any day on which banks located in New York, New York or Toronto, Canada are authorized

or required to be closed.

“Certificated Share”

means a Company Common Share represented by a physical share certificate and recorded in the books and records of the Company.

“Code”

means the Internal Revenue Code of 1986.

“Company Benefit

Plan” means each (i) employee benefit plan (as defined in Section 3(3) of ERISA (whether or not subject to

ERISA)) and (ii) employment, consulting or individual independent contractor, severance, termination, change-in-control, bonus,

retention, incentive, deferred compensation, equity or equity-based compensation, profits interests, stock or other equity option, stock

appreciation right, restricted stock, restricted stock unit, deferred compensation, medical, prescription, dental, vision, health, life

insurance, hospitalization, accident, short- or long-term disability or other welfare, retiree medical or life, vacation, paid time off,

fringe benefit, retirement and any other compensatory or employee benefit plan, program, Contract or arrangement of any kind (whether

or not subject to ERISA, written or oral), in each case, that is either (A) sponsored, maintained, contributed to, or required

to be contributed to, by any of the Acquired Companies for the benefit of any of the current or former employees, individual independent

contractors, or directors of the Acquired Companies, or (B) with respect to which any Acquired Company has any obligation or liability,

contingent or otherwise, and in each case other than any plan, program, Contract or arrangement that is sponsored by a Governmental Authority.

“Company Bylaws”

means the Third Amended and Restated Bylaws of the Company, as amended, modified or supplemented from time to time.

“Company Declaration”

means the Amended and Restated Declaration of Trust of the Company, dated as of December 29, 2006, as amended, corrected or supplemented

from time to time, including the Articles Supplementary dated as of December 8, 2004, classifying and designating the Company Series C

Preferred Shares.

“Company Governing

Documents” means the Company Bylaws and the Company Declaration.

“Company Material

Adverse Effect” shall mean any Event, that, individually or in the aggregate with any other Event, (x) would prevent

or materially impair or materially delay the ability of the Acquired Companies to consummate the transactions contemplated hereby or

(y) is material and adverse to the business, assets, properties, liabilities, financial condition or results of operations of the

Acquired Companies, taken as a whole; provided, however, that, with respect to clause (y), no Event resulting from, attributable

to or arising out of any of the following shall (either alone or in combination) be deemed to be or constitute a “Company Material

Adverse Effect,” and no Event directly or indirectly resulting from, attributable to or arising out of any of the following shall

be taken into account when determining whether a “Company Material Adverse Effect” has occurred, except (solely with respect

to subclause (i) through (vi) below) to the extent such Event disproportionately affects the Acquired Companies in a manner

relative to other similarly situated companies operating in the United States and in the industry in which the Acquired Companies operate,

own or lease properties (in which case, the incremental disproportionate effects may be taken into account (and only to the extent thereof)

in determining whether there has occurred a “Company Material Adverse Effect”):

(i)            general

business or economic conditions (or general changes in such conditions) in the United States or any other country or region in the world,

or conditions in the global economy generally;

(ii)            conditions

(or changes in such conditions) in the securities markets, capital markets, credit markets, currency markets or other financial markets

in the United States or any other country or region in the world, including (A) changes after the date hereof in interest rates

in the United States or any other country or region in the world and changes in exchange rates for the currencies of any countries and

(B) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally after the date hereof

on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world;

(iii)           conditions

(or changes in such conditions) generally affecting any of the industries in which the Acquired Companies operate;

(iv)           political

conditions (including the imposition or removal of trade restrictions, tariffs or similar Taxes) (or changes in such conditions) in the

United States or any other country or region in the world or acts of war (whether or not declared), civil unrest, protests, military

or para-military actions or armed hostilities, sabotage, terrorism or cyberterrorism (including any outbreak, escalation or general worsening

of any such acts of war, sabotage or terrorism) in the United States or any other country or region in the world;

(v)            the

existence, occurrence or continuation of any earthquakes, hurricanes, tropical storms, tsunamis, tornadoes, floods, epidemics, pandemics,

other significant illness or disease outbreaks, mudslides, wildfires or other natural disasters, weather conditions and other force majeure

events in the United States or any other country or region in the world;

(vi)           changes

in Law or other legal or regulatory conditions (or the interpretation or enforcement thereof) or changes in GAAP or other accounting

standards (or the interpretation thereof) in each case after the date hereof, or the Effects thereof;

(vii)          (A) the

entry into or the announcement of, or the compliance with, this Agreement, or the pendency or consummation of the transactions contemplated

hereby, (B) the identity of the Guarantors, Parent, Merger Sub or their Affiliates, (C) the termination or potential termination

of (or the failure or potential failure to renew or enter into) any Contracts with tenants, customers, suppliers, lenders, investors,

employees or other business partners as a result of the matters described in clauses (A) and (B), or (D) any other negative

development in the Acquired Companies’ relationships with any of its tenants, customers, suppliers, lenders, investors, employees

or other business partners as a result of the matters described in clauses (A) and (B), except in each case that this clause shall

not apply to the representations and warranties set forth in Section 4.3;

(viii)         litigation

arising in connection with this Agreement and the transactions contemplated hereby;

(ix)           any

actions taken or failure to take action, in each case, by Parent or any of its controlled Affiliates, or to which Parent has expressly

consented in writing, or which Parent has expressly requested in writing (or, in the case of any action where the consent of Parent was

expressly requested in writing in accordance with Section 6.1(b), where Parent’s consent was unreasonably withheld,

conditioned or delayed) or the taking of any action expressly required by this Agreement, other than the obligations of the Company set

forth in Section 6.1, or the failure to take any action prohibited by this Agreement;

(x)            any

departure or termination for cause of any trustees, officers, directors, employees or independent contractors of any of the Acquired

Companies; or

(xi)            changes

in the Company’s share price or the trading volume of the Company’s shares of beneficial interest, or changes in the rating

or ratings outlook of the Company, in and of itself, or any failure by the Company to meet any estimates or expectations of the Company’s

revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure by the Company

to meet any internal budgets, plans, forecasts or projections of its revenues, earnings or other financial performance or results of

operations, in and of itself (but not, in each case, the underlying cause of such changes or failures, unless such changes or failures

would otherwise be expressly excepted from this definition).

“Company Properties”

means each real property owned or leased by the Acquired Companies as of the date of this Agreement (including an Acquired Company’s

right, title and interest in and to all buildings, structures and other improvements and fixtures located on such real property owned

by the Company and all easements, rights and other appurtenances to such real property).

“Company Restricted

Share Award” means an award of restricted shares granted under the Incentive Plan.

“Company Series C

Preferred Shares” means the shares of 6.50% Series C Cumulative Convertible Preferred Shares, par value $0.0001 per share,

of the Company.

“Company Termination

Payment” means an amount in cash equal to $108,245,537; provided that if the Company terminates this Agreement pursuant

to Section 9.1(c)(ii) prior to the Cut-Off Time in order to enter into a definitive agreement with an Excluded Party

with respect to a Superior Proposal, then the “Company Termination Payment” shall mean an amount in cash equal to $54,122,768.

“Continuing Employee”

means each employee of the Acquired Companies who is employed by the Acquired Companies as of immediately prior to the Effective Time

and who continues to be actively employed by the Surviving Entity (or any of the other Acquired Companies, Parent or any Affiliate of

Parent or the Surviving Entity) on or following the Effective Time.

“Contract”

means any written or oral contract, agreement, indenture, note, bond, instrument, lease, conditional sales contract, mortgage, license,

guaranty, binding commitment or other agreement.

“Cut-Off Time”

means 11:59 p.m. (New York City time) on September 2, 2026; provided that, if the foregoing time would be during (x) a

Notice Period (including any new Notice Period pursuant to the last sentence of Section 7.3(g)(ii)) with respect to the

Company’s intention to terminate this Agreement pursuant to Section 9.1(c)(ii) (Superior Proposal) to

enter into a definitive agreement with respect to a Competing Proposal that the Company Board has determined (in accordance with Section 7.3(g))

constitutes a Superior Proposal, or (y) an Excluded Party Response Period (as defined below) or Extended Party Response Period

(as defined below), then the Cut-Off Time shall be extended, solely with respect to the Excluded Party making such Competing Proposal

(and solely with respect to such Competing Proposal) to the later of (x) 11:59 p.m. (New York City time) on the date that

is one (1) Business Days after the conclusion of such Notice Period (the “Excluded Party Response Period”) and

(y) in the event such Excluded Party makes any amendment to the financial terms or any other material amendment of such Competing

Proposal prior to the expiration of the Excluded Party Response Period, 11:59 p.m. (New York City time) on the date that is one

(1) Business Days following the expiration of the Excluded Party Response Period (an “Extended Excluded Party Response

Period”); provided that a new Notice Period as provided in the last sentence of Section 7.3(g)(ii) has

not commenced at or before the expiration of the Extended Excluded Party Response Period. For the avoidance of doubt, (A) if no

new Notice Period commences at or before the expiration of the Extended Excluded Party Response Period, then there shall be no further

Extended Excluded Party Response Periods with respect to such Excluded Party, but (B) if a new Notice Period commences at or before

the expiration of the Extended Excluded Party Response Period, then there shall be successive Extended Excluded Party Response Periods

until no new Notice Period commences prior to the conclusion of the last Extended Excluded Party Response Period, at which time the “Cut-Off

Time” shall be 11:59 p.m. (New York City time) on the date that is the last day of the last Extended Excluded Party Response

Period. Notwithstanding anything to the contrary in this definition, if Parent fails to submit its proposed changes, if any, to this

Agreement in writing in response to the applicable notice of Adverse Recommendation Change by 5:00 p.m. (New York City time) on

the second (2nd) Business Day of the applicable Notice Period, then the Cut-Off Time with respect to such Competing Proposal received

from such Excluded Party shall be extended to 11:59 p.m. (New York City time) on the date that is the second (2nd) Business Day

immediately following the last day of the applicable Excluded Party Response Period or Extended Excluded Party Response Period, as applicable.

“Debt Facilities”

means, with respect to the Company, any Contract set forth in Section 4.12(b)(iv) of the Company Disclosure Letter.

“Debt Financing

Sources” means, collectively, the Persons that have committed to provide and have otherwise entered into agreements in connection

with the Debt Financing, and any other lender, arranger, bookrunner or agent under the Debt Financing, including the parties to any joinder

agreements, credit agreements or other definitive financing documents entered into pursuant to or in connection with the Debt Financing,

their respective Affiliates and their and their Affiliates’ respective officers, directors, incorporators, managers, members, employees,

agents, advisors, partners, controlling parties, representatives, successors and permitted assigns.

“Environmental Law”

means any state, federal, local or municipal Law relating to the pollution, remediation, or protection of the environment, or human health

or safety (as such matters relate solely to exposure to Hazardous Substances).

“Environmental Permit”

means any permit, approval, license, exemption, action, consent or other authorization issued, granted, or required under any applicable

Environmental Law.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means, with respect to any Acquired Company, each trade or business, whether or not incorporated, under common control with such Acquired

Company pursuant to Section 4001(a)(14) of ERISA and that, together with such Acquired Company, is treated as a single employer

within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ESPP”

means the Lexington Corporate Properties Trust 1994 Employee Stock Purchase Plan, as amended.

“Event”

means any event, change, circumstance, occurrence, effect or development.

“Exchange Act”

means the Securities Exchange Act of 1934.

“Excluded Party”

means any Person or group of Persons (i) from whom the Company receives a bona fide written Competing Proposal during the

Go-Shop Period; and (ii) whose Competing Proposal the Company Board determines, during the Go-Shop Period or within one (1) Business

Day thereafter, in good faith (after consultation with its financial advisor and outside legal counsel) constitutes or could reasonably

be expected to lead to a Superior Proposal; provided that a Person or Persons shall immediately cease to be an Excluded Party

(and the provisions of this Agreement applicable to Excluded Parties shall immediately cease to apply with respect to such Person or

Persons) upon the earliest to occur of: (A) such time as the Competing Proposal made by such third party prior to the No-Shop Period

Start Date expires or is withdrawn, cancelled or terminated (provided that, for the avoidance of doubt, any amended or revised

Competing Proposal submitted by such Excluded Party shall not in and of itself be deemed to constitute a withdrawal, cancellation or

termination of such previously submitted Competing Proposal); (B) the time the Company Board determines in good faith (after consultation

with its financial advisor and outside legal counsel) that such Competing Proposal would no longer reasonably be expected to lead to

a Superior Proposal; (C) in the case of a group, if the Persons in such group as of the time such group submitted such Competing

Proposal that most recently rendered such group an Excluded Party cease to constitute in the aggregate at least seventy-five percent

(75%) of the equity financing (measured by voting power or value) of such group, unless the remainder of such equity financing is to

be provided by Persons who were themselves in a group of Persons that constituted an Excluded Party prior to the No-Shop Period Start

Date; and (D) the Cut-Off Time.

“Expenses”

means all expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a Party and

its Affiliates) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution

and performance of this Agreement and the other agreements and documents contemplated hereby, the preparation, printing, filing and mailing

of the Proxy Statement (with respect to the Company), and all SEC, NYSE and other regulatory filing fees incurred in connection with

the Proxy Statement, the solicitation of Shareholder Approval, engaging the services of the Paying Agent, obtaining any third-party consents,

making any other filings with the SEC, NYSE and all other matters related to the Closing and the other transactions contemplated by this

Agreement.

“GAAP”

means the U.S. generally accepted accounting principles.

“Governmental Authority”

means any U.S. federal, state or local government or any foreign government, or any other governmental or quasi-governmental regulatory,

judicial, supervisory or administrative authority, instrumentality, board, bureau, agency, commission, self-regulatory organization,

arbitration panel or similar entity.

“Hazardous Substances”

means (i) those materials, substances, chemicals, wastes, products, compounds, solid, liquid, gas, and minerals, in each case,

whether naturally occurring or man-made, that are listed in, defined or identified as a “contaminant”, “pollutant”,

“toxic substance”, “toxic material”, “hazardous waste” or “hazardous substance” or words

of similar meaning under any Environmental Law, including the following federal statutes and their state and local counterparts, as each

may be amended from time to time, and all regulations thereunder, including: the Comprehensive, Environmental Response, Compensation

and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid

Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments

of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977,

33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency

Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the

Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended,

29 U.S.C. §§ 651 et seq., (ii) petroleum and petroleum-derived products, including crude oil and any fractions thereof

and (iii) polychlorinated biphenyls, per and poly fluoroalkyl substances, urea formaldehyde foam insulation, methane, asbestos

in any form, radioactive materials or wastes, and radon.

“Incentive Plan”

means the Company’s 2022 Equity-Based Award Plan, as amended.

“Indebtedness”

means, with respect to the Acquired Companies, without duplication, (i) the principal of and premium (if any) of all indebtedness,

notes payable, accrued interest payable or other obligations for borrowed money, whether secured or unsecured, (ii) all obligations

under conditional sale or other title retention agreements, or incurred as financing, in either case with respect to property, (iii) all

obligations issued, undertaken or assumed as the deferred purchase price for any property or assets or any deferred revenue (including

earn-outs or seller financing and other similar payments (whether contingent or otherwise)), (iv) all obligations under capital

leases, (v) all obligations in respect of performance or surety bonds, bankers acceptances and guarantees, or letters of credit,

(vi) net obligations of the Acquired Companies under interest rate cap, swap, collar or similar transaction or currency hedging

transactions (valued at the termination value thereof), (vii) obligations to guarantee any of the foregoing, whether or not evidenced

by a note, mortgage, bond, indenture or similar instrument, on behalf of any Person, other than the Acquired Companies, (viii) interest,

premium, fees, expenses, penalties (including early termination premiums, fees, penalties and similar costs and expenses associated with

repayment) and other amounts owed with respect to the foregoing clauses (i), (v) and (vi), and (ix) any agreement to provide

any of the foregoing; provided that, for clarification, Indebtedness shall not include “trade debt” or “trade

payables” constituting current liabilities in the ordinary course of business. Notwithstanding the foregoing, Indebtedness

does not include any intercompany obligations between or among the Acquired Companies.

“Information Privacy

and Security Laws” means applicable Laws or guidelines from Governmental Authorities concerning data privacy, data or cybersecurity,

data protection, data breach notification, data localization, artificial intelligence or automated decision-making technology, sending

solicited or unsolicited electronic mail or text messages, cookies or other tracking technology, or the Processing of Personal Information,

including (to the extent applicable) the European General Data Protection Regulation of April 27, 2016 (Regulation (EU) 2016/679)

or any implementing or equivalent national Laws, the UK Data Protection Act 2018 (the “DPA 2018”) and the UK GDPR

as defined in the DPA 2018, Directive 2002/58/EC concerning the Processing of personal data and the protection of privacy in the electronic

communications sector, the Privacy and Electronic Communications (EC Directive) Regulations 2003, Section 5 of the Federal Trade

Commission Act, the U.S. Department of Justice’s Data Security Program (28 C.F.R. § 202), the Fair Credit Reporting Act, the

Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, the Telephone Consumer Protection Act, the California

Online Privacy Protection Act of 2003 (CalOPPA), the New York SHIELD Act, the Illinois Biometric Information Privacy Act, Texas’s

Capture or Use of Biometric Identifier Act, the Washington Biometric Privacy Protection Act, Nevada’s Consumer Health Data Privacy

Law, Washington’s My Health My Data Act, wiretapping Laws (including the California Invasion of Privacy Act), U.S. state comprehensive

privacy Laws (including the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its

implementing regulations), U.S. state consumer protection Laws and U.S. state data breach notification Laws.

“Information Privacy

and Security Requirements” means, as they relate to data privacy, data or cybersecurity, data protection, data breach notification,

data localization, artificial intelligence or automated decision-making technology, sending solicited or unsolicited electronic mail

or text messages, cookies or other tracking technology, or the Processing of Personal Information: (i) all Information Privacy

and Security Laws; (ii) binding industry standards, including the Payment Card Industry Data Security Standard; (iii) all

contractual obligations binding upon any of the Acquired Companies; and (iv) each of the Acquired Companies’ published privacy

notices, and any published statements or representations made by the Company or its Subsidiaries.

“Intellectual Property”

means all intellectual property rights of every kind and description throughout the world, including all U.S. and non-U.S.: (i) patents,

patent applications and invention disclosures, including amendments, certificates of correction, counterparts, continuations, continuations-in-part,

divisionals, extensions, non-provisionals, provisionals, reexaminations, reissues, renewals, reviews and substitutions thereof; (ii) trademarks,

service marks, trade dress, logos, trade names, corporate names, brand names, certification marks, collective marks, d/b/a’s, symbols,

design rights, assumed names, fictitious names and other indicia of origin or source, all registrations and applications for all of the

foregoing, including all extensions, modifications and renewals thereof, and all goodwill associated with all of the foregoing; (iii) published

and unpublished works of authorship, copyrights therein and thereto, software (including source code, object code, development documentation,

programming tools, drawings, specifications and data), and all registrations and applications for all of the foregoing, including all

renewals, extensions, restorations and reversions thereof; (iv) trade secrets, know-how, proprietary information, inventions, discoveries

and ideas, including financial, business, scientific, technical, economic and engineering information, patterns, plans, compilations,

program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, codes, schematics, databases, drawings, models,

methodologies, and customer lists, whether tangible or intangible and whether stored, compiled or memorialized physically, electronically,

graphically, photographically or in writing (collectively, “Trade Secrets”); (v) internet domain names, web

addresses, accounts with social media companies (e.g., LinkedIn, Facebook) and the handles and identifiers and designations found thereon

and related thereto, and URLs; (vi) data, whether in printed or electronic form and whether contained in a database or otherwise;

(vii) rights of publicity, moral rights and rights of attribution and integrity; and (viii) all other intellectual property

or proprietary rights.

“Investment Company

Act” means the Investment Company Act of 1940.

“IRS”

means the Internal Revenue Service or any successor agency.

“IT Asset”

means the computer systems, hardware, networks, servers, workstations, routers, hubs, switches, data communication lines, platforms,

firmware, applications, databases and other information technology equipment, infrastructure and related systems, including any outsourced

systems and processes and internet websites and related content, in each case that is owned by or leased or licensed to the Acquired

Companies and used by them in the conduct of their business.

“Junior Subordinated

Notes” means the Junior Subordinated Notes due April 30, 2037 as issued by the Company pursuant to that certain Junior

Subordinated Indenture, dated as of March 21, 2007, between the Company and The Bank of New York Trust Company, as trustee, as

supplemented, amended or otherwise modified from time to time.

“Knowledge”

means, whether or not capitalized, the actual knowledge of the persons named in Section 1.1 to the Company Disclosure Letter.

“Law”

means any and all domestic (federal, state or local) or foreign laws (including common law), statutes, codes, ordinances, rules, and

regulations, acts and Orders promulgated by any Governmental Authority.

“Lien”

means any mortgage, deed of trust, hypothecation, claim, condition, covenant, license, lien, pledge, charge, security interest, preferential

arrangement, option or other third-party right (including right of first refusal or first offer), restriction, right of way, encroachment,

easement, servitude, or title or survey defect or encumbrance of any kind in respect of such asset, including any restriction on the

use, voting, transfer, receipt of income or other exercise of any attributes of ownership, excluding any restrictions on transfer of

equity securities arising under applicable securities Laws.

“Lookback Date”

means January 1, 2024.

“MGCL”

means the Maryland General Corporation Law.

“Multiemployer Plan”

means a “multiemployer plan” (as defined in or within the meaning of Section 4001(a)(3) of ERISA or Section 3(37)

of ERISA).

“Nondisclosure Agreement”

means the non-disclosure agreement, dated as of April 8, 2025, between the Company and BPG Acquisitions LLC, a Delaware limited

liability company, as amended, modified or supplemented from time to time.

“Officer”

means the officers of the Company set forth on Schedule I hereto.

“Order”

means a judgment, injunction, order, directive, determination or decree of any Governmental Authority.

“Owned IP”

means Intellectual Property owned or purported by any Acquired Company to be owned, in whole or in part, by any Acquired Company.

“Parent Material

Adverse Effect” means, with respect to Parent, any Effect that, individually or in the aggregate, would prevent or materially

impair or materially delay the ability of the Parent Parties to timely perform any of their respective obligations under this Agreement

or to consummate the Merger.

“Parent Parties”

means, collectively, Parent and Merger Sub.

“Parent Termination

Payment” means an amount equal to $288,654,765.

“Permitted Encumbrances”

means any of the following: (i) Liens for Taxes or governmental or public or private association assessments, charges or claims

of payment not yet delinquent or, if delinquent, the amount or validity of which is being contested timely, diligently and in good faith

in accordance with Laws by appropriate proceedings and for which adequate accruals or reserves have been established in accordance with

GAAP; (ii) Liens created by tenants, including from work contracted for by a tenant, and inchoate mechanics’ and materialmen’s

Liens for amounts incurred in the ordinary course of business and which are not yet due and payable or are being contested timely, diligently

and in good faith by appropriate proceedings and for which adequate reserves or accruals have been established in accordance with GAAP;

(iii) with respect to any former or current real property of the Acquired Companies now or ever owned (directly or indirectly),

post-Closing escrow agreements, listing agreements, leasing brokerage agreements, leases, ground leases, license agreements and similar

occupancy agreements, contribution and tax protection agreements, bottom dollar guarantees, terms and provisions of any joint venture

agreements, arising hereafter in accordance herewith or existing as of the date of this Agreement, Liens that are on title, arising out

of actions taken or omitted to be taken by any Acquired Company or anything related to work contracted for by or through tenants or their

Affiliates, zoning regulations, building codes, entitlements (including associated security instruments encumbering any land for which

the Acquired Companies have an option to purchase) or other land use or environmental regulations by any Governmental Authority or agreements

implementing the same; (iv) with respect to the Acquired Companies, Liens that are disclosed on Section 4.10(a) of

the Company Disclosure Letter (as defined herein) (together with associated documentation which evidences or secures such Liens, including

notes, mortgages, deeds of trust, assignments of leases and rents, guarantees, pledge agreements and similar documentation); (v) with

respect to the Acquired Companies, Liens that are disclosed on the most recent (as of the date hereof) consolidated balance sheet of

the Company filed with the SEC pursuant to the Exchange Act, or notes thereto; (vi) Liens arising pursuant to any Contract which

are not yet due and payable and created in the ordinary course of business as the result of, or specifically disclosed in or permitted

under, any purchase or sale contracts, listing agreements, leasing brokerage agreements, contribution agreements, post-Closing escrow

agreements, bottom dollar guarantees, joint venture agreements, leases, ground leases, license agreements and similar occupancy agreements

relating to any Company Property, in each case, in existence as of the date hereof or entered into in accordance with the terms of this

Agreement, and for which true and complete copies have been made available to Parent; (vii) with respect to any Company Property,

Liens that are or would be disclosed on accurate current title searches or surveys or otherwise filed or recorded in the applicable public

records; (viii) non-exclusive licenses of Intellectual Property granted in the ordinary course of business; (ix) with respect

to any real property of the Acquired Companies, easements, covenants, conditions, restrictions, agreements, servitudes, encroachments

and other similar matters affecting title to such real property and other title and survey matters which would not reasonably be expected

to have a Company Material Adverse Effect; or (x) Liens that were incurred in the ordinary course of business since the Lookback

Date, and that do not, individually or in the aggregate, materially interfere with the use, operation or transfer of, or any of the benefits

of ownership or market value of, the property of the Acquired Companies, taken as a whole.

“Person”

or “person” means an individual, corporation, partnership, limited partnership, limited liability company, group (including

a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or other entity or organization

(including any Governmental Authority or a political subdivision, agency or instrumentality of a Governmental Authority).

“Personal Information”

means data or other information that identifies, relates to, describes, is linked to, is reasonably capable of being associated with,

or could reasonably be linked to, directly or indirectly, an identified or identifiable natural person or household, and any information

covered by definitions of “personal data,” “personally identifiable information,” “personal information,”

or any substantial equivalent of these terms under any Laws.

“Process”,

“Processed”, or “Processing” means any operation or set of operations performed, whether by manual

or automated means, on data (including Personal Information) or on sets of data (including Personal Information), including the collection,

use, sale, storage, transfer, disclosure, analysis, deletion, or modification thereof.

“REIT”

means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.

“Representative”

means, with respect to any Person, such Person’s trustees, directors, members, managers, partners, officers, employees, advisors

(including attorneys, accountants, consultants, investment bankers and financial advisors), agents and other representatives.

“Sanctioned Jurisdiction”

means, at any time, a country or territory that is itself the subject or target of any Sanctions (at the time of this Agreement, Cuba, Iran,

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

and the non-government controlled areas of the Kherson and Zaporizhzhia oblasts of Ukraine).

“Sanctioned Person”

means any Person that is target of any Sanctions, including (i) any Person listed on any Sanctions-related list of designated Persons,

including those maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State,

the United Nations Security Council, the European Union, any European Union Member State, or His Majesty’s Treasury of the United

Kingdom, (ii) the Government of Venezuela or any Person that is located, organized, or resident in a Sanctioned Jurisdiction, (iii) any

Person otherwise subject to Sanctions, or (iv) any Person owned or controlled by any such Person or Persons described in the foregoing

clauses (i)-(iii).

“Sanctions”

means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by relevant Governmental

Authorities, including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the

United Nations Security Council, the European Union, any EU Member State, or His Majesty’s Treasury of the United Kingdom.

“SDAT”

means the State Department of Assessments and Taxation of Maryland.

“SEC”

means the Securities and Exchange Commission (including the staff thereof).

“Securities Act”

means the Securities Act of 1933.

“Senior Notes”

means, collectively, the Company’s (i) 6.750% Senior Notes due 2028, (ii) 2.700% Senior Notes due 2030 and (iii) 2.375%

Senior Notes due 2031, in each case issued by the Company pursuant to the applicable Senior Notes Indenture.

“Senior Notes Indentures”

means, collectively, the Indenture, dated as of May 9, 2014 (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 “Notes Trustee”),

as supplemented by (i) the Second Supplemental Indenture, dated as of August 28, 2020 (relating to the 2.700% Senior Notes

due 2030), (ii) the Third Supplemental Indenture, dated as of August 30, 2021 (relating to the 2.375% Senior Notes due 2031)

and (iii) the Fourth Supplemental Indenture, dated as of November 13, 2023 (relating to the 6.750% Senior Notes due 2028),

and, in each case, as further amended, supplemented or otherwise modified from time to time; and each of the Base Indenture, as supplemented

by the applicable supplemental indenture with respect to a particular series of Senior Notes, is referred to herein as a “Senior

Notes Indenture.”

“Shareholder Approval”

means the affirmative vote of the holders of Company Common Shares entitled to cast a majority of all the votes entitled to be cast at

the Shareholders Meeting on the Merger.

“Shareholders Meeting”

means the meeting of the holders of Company Common Shares for the purpose of seeking the Shareholder Approval, including any postponement

or adjournment thereof.

“Subsidiary”

means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, real estate investment trust,

or other organization, whether incorporated or unincorporated, or other legal entity of which (i) such Person directly or indirectly

owns or controls at least a majority of the capital stock or other equity interests having by their terms ordinary voting power to elect

a majority of the board of directors or others performing similar functions, (ii) such Person is the controlling general partner,

co-general partner, managing member or otherwise manages or controls such other Person (disregarding major decision and veto rights of

other investors), or (iii) such Person, directly or indirectly, holds a majority of the beneficial, equity, capital, profits or

economic interest; provided, however, that “Subsidiary” shall not include any Unconsolidated JV.

“Surviving Entity

Series C Preferred Units” means a class or series of preferred equity interests of the Surviving Entity having rights,

preferences, privileges and voting powers that are materially unchanged with respect to the rights, preferences, privileges and voting

powers of the Company Series C Preferred Shares immediately prior to the Effective Time, including with respect to repurchase rights

and any other economic or protective rights set forth in the Company Declaration.

“Tax”

or “Taxes” means any U.S. federal, state, local and foreign income, gross receipts, capital gains, withholding, property,

stock, ad valorem, transaction, profits, gains, registration, license, wages, lease, service, service use, social security, unemployment,

welfare, disability, severance, occupation, workers’ compensation, premium, windfall profits, net worth, value-added, alternative

minimum or add-on minimum, customs duties, recording, stamp, transfer, sales, use, franchise, employment, payroll, excise, environmental

and any other taxes, duties, assessments, charges or levies, or similar governmental charges (whether imposed directly or through withholding),

together with penalties, interest or additions imposed with respect to such amounts by the U.S. or any Governmental Authority or additional

amounts with respect thereto.

“Tax Return”

means any return, declaration, report, certificate, bill, election, claim for refund, or information return or statement or other written

information and any other document relating to Taxes filed or required to be filed with a Governmental Authority, including any schedule,

attachment, or supplement thereto, and including any amendment thereof.

“Trust Preferred

Securities” means the trust preferred securities issued pursuant to that certain Amended and Restated Trust Agreement of LXP

Capital Trust I, dated as of March 21, 2007, among the Company, as depositor, The Bank of New York Trust Company, National Association,

as property trustee, The Bank of New York (Delaware), as Delaware trustee, and the administrative trustees named therein, as amended,

supplemented or otherwise modified from time to time (the “Trust Agreement”).

“TRUPS Documents”

means, collectively, the Junior Subordinated Indenture, the Trust Agreement, the related guarantee agreement, and each other material

agreement governing the Junior Subordinated Notes or the Trust Preferred Securities, in each case as supplemented, amended or otherwise

modified from time to time.

“TRUPS Redemption

Amount” means the aggregate amount required under the TRUPS Documents to redeem, repay, satisfy and discharge in full all outstanding

Junior Subordinated Notes, together with accrued and unpaid interest thereon to, but excluding, the applicable redemption, repayment,

or satisfaction date and, as a result thereof, cause the redemption, repayment, satisfaction or discharge of all outstanding Trust Preferred

Securities, together with all accrued and unpaid distributions thereon to, but excluding, the applicable redemption date, and any other

amounts required to be paid under the TRUPS Documents in connection with such redemption, repayment, satisfaction or discharge.

“Unconsolidated

JV” means any joint venture entity in which the Company directly or indirectly owns an interest that is not consolidated in

the financial statements of the Company prepared in accordance with GAAP.

“Wholly Owned Company

Subsidiary” means any directly or indirectly wholly owned Subsidiary of the Company.

“Willful Breach”

means a material breach of any covenant set forth in this Agreement that is a consequence of a deliberate act or omission undertaken

by the breaching Party with the knowledge or intent that the taking of such act or failure to take such action could cause or constitute

a material breach of this Agreement, whether or not breaching this Agreement is the conscious object of such act or omission.

(b)            In

addition to the terms defined in Section 1.1(a), the following terms shall have the respective meanings set forth in the

sections set forth below opposite such term:

Access Agreement

Acquisition Agreement

Section 7.2

Section 7.3(f)(ii)

Adverse Recommendation Change

Section 7.3(f)(i)

Affiliate Transaction

Section 4.18(b)

Agreement

Preamble

Alternative Financing

Section 7.12(b)

Alternative Financing Commitment Letter

Section 7.12(b)

Articles of Merger

Section 2.3

Board Recommendation

Section 4.2(c)

Brookfield Sponsor

Recitals

Capitalization Date

Section 4.4(a)

Certificates

Section 3.2(c)

Closing

Section 2.2

Closing Date

Section 2.2

COBRA

Section 4.17(b)

Company

Preamble

Company Board

Recitals

Company Budget

Section 6.1(b)

Company Common Share

Recitals

Company Disclosure Letter

Article 4

Company IP

Section 4.14(b)

Company Preferred Shares

Section 4.4(a)

Company SEC Documents

Section 4.5(a)

Company Terminating Breach

Section 9.1(d)(i)

Competing Proposal

Section 7.3(j)(i)

Consents

Section 7.6(a)

Contracting Party

Section 10.11(a)

CPPIB Sponsor

Recitals

Debt Commitment Letters

Recitals

Debt Financing

Section 5.4(a)

Definitive Financing Agreements

Section 7.12(a)

Discharge

Section 7.14(b)

Effective Time

Section 2.4

Equity Commitment Letter

Recitals

Equity Financing

Section 5.4(a)

Exchange Fund

Section 3.2(a)

Excluded Shares

Section 3.1(a)(ii)

Financing

Section 5.4(a)

Financing Commitment Letters

Recitals

Financing Indemnified Parties

Section 7.11(e)

Go-Shop Period

Section 7.3(a)

Governing Document Restrictions

Section 7.13

Ground Leases

Section 4.10(b)

Guarantee

Recitals

Guarantors

Recitals

Indemnified Parties

Section 7.9(c)

Inside Date

Section 2.2

Insurance Policies

Section 4.16

Interim Period

Section 6.1(a)

Intervening Event

Section 7.3(j)(iii)

Joint Venture Agreements

Section 4.10(g)

Letter of Transmittal

Section 3.2(c)

Management Agreements

Section 4.12(e)

Material Company Leases

Section 4.10(b)

Material Contract

Section 4.12(c)

Merger

Recitals

Merger Consideration

Section 3.1(a)(i)

Merger Sub

Recitals

MLLCA

Recitals

MRL

Recitals

Non-Governmental Consents

Section 7.6(a)

Non-Recourse Party

Section 10.11(a)

Notice Period

Section 7.3(g)(ii)

Old Plans

Section 7.8(a)

Outside Date

Section 9.1(b)(i)

Parent

Preamble

Parent Liability Cap

Section 10.10(c)

Parent Parties

Preamble

Parent Terminating Breach

Section 9.1(c)(i)

Parties

Preamble

Party

Preamble

Paying Agent

Section 3.2(a)

Payoff Letters

Section 7.11(b)

Permits

Section 4.8(a)

Property Budget

Section 6.1(b)

Proxy Statement

Section 4.23

Qualifying Income

Section 9.4(a)

Recovery Costs

Section 9.3(c)(ii)

REIT Counsel

Section 7.16(a)

REIT Officer’s Certificate

Section 7.16(a)

Required Amount

Section 5.4(b)

Sarbanes-Oxley Act

Section 4.5(a)

Series C Preferred Consideration

Section 3.1(a)(ii)

Scheduled Closing Date

Section 2.2

Solvent

Section 5.5

Superior Proposal

Section 7.3(j)(ii)

Surviving Entity

Section 2.1

Takeover Statutes

Section 4.22

Transfer Taxes

Section 7.16(a)

Voting Debt

Section 4.4(d)

Section 1.2             Interpretation

and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a)            when

a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of,

or Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b)            the

table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation

of this Agreement;

the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be

followed by the words “without limiting the generality of the foregoing” unless expressly provided otherwise;

(d)            “or”

shall be construed in the inclusive sense of “and/or”;

(e)            the

words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement,

refer to this Agreement as a whole and not to any particular provision of this Agreement, except to the extent otherwise specified;

(f)            all

references herein to “$” or dollars shall refer to U.S. dollars;

(g)           no

specific provision, representation or warranty shall limit the applicability of a more general provision, representation or warranty;

(h)            it

is the intent of the Parties that each representation, warranty, covenant, condition and agreement contained in this Agreement shall

be given full, separate, and independent effect and that such provisions are cumulative;

(i)            the

phrases “delivered” or “made available” means that the information referred to has been physically or electronically

delivered to the relevant parties or their respective Representatives, including, in the case of “made available” to Parent,

Merger Sub or their Representatives or Affiliates, material that has been posted in the “data room” (virtual or otherwise)

established by the Company prior to the execution of this Agreement;

(j)            references

to a Person are also to its successors and permitted assigns;

(k)           any

reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, unless otherwise

specified;

(l)            whenever

this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified;

(m)           whenever

any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next

day that is a Business Day;

(n)           all

terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto,

unless otherwise defined therein;

(o)           words

of any gender include each other gender, and words using the singular or plural number also include the plural or singular number,

respectively;

(p)           any

Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended,

modified or supplemented and (in the case of statutes) to any rules or regulations promulgated thereunder, including (in the case

of statutes) by succession of comparable successor Laws; and

(q)            an

accounting term used herein and not otherwise defined has the meaning assigned to it in accordance with GAAP.

Article 2

THE MERGER

Section 2.1             The

Merger. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, and in accordance

with the MRL and the MLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub, whereupon the separate existence

of the Company will cease, with Merger Sub surviving the Merger (Merger Sub, as the surviving entity in the Merger, sometimes being referred

to herein as the “Surviving Entity”), and the Surviving Entity shall continue under the name “Leopard Merger

Sub LLC” (or such other name that Parent selects). The Merger shall have the effects provided in this Agreement and the Articles

of Merger (as defined below) and as specified in the applicable provisions of the MRL and the MLLCA.

Section 2.2             Closing.

Unless this Agreement shall have been terminated in accordance with Article 9 hereof, the closing of the Merger (the “Closing”)

will take place (a) by electronic exchange of documents and signatures on the date that is five (5) Business Days following

the satisfaction (or waiver, if permitted by applicable Law) of the last to be satisfied of the conditions set forth in Article 8

(other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if

permitted by applicable Law) of those conditions, or (b) such other place or date as may be agreed in writing by Parent and the

Company. The date on which the Closing actually takes place is referred to herein as the “Closing Date.”

Section 2.3             Effective

Time. Prior to the Closing, the Company, Parent and Merger Sub shall prepare and, on the Closing Date, the Company, Parent and Merger

Sub shall (i) cause articles of merger with respect to the Merger (the “Articles of Merger”) to be duly executed

and filed with, and accepted for record by, the Maryland SDAT as provided under the MRL and the MLLCA and (ii) make any other filings,

recordings or publications required to be made by the Company, Parent or Merger Sub under the MRL or MLLCA in connection with the Merger.

The Merger shall become effective upon the later of such time as the Articles of Merger have been accepted for record by the SDAT, and

such later time (not to exceed thirty (30) days after the Articles of Merger are accepted for record by the SDAT) as the Parties shall

have agreed upon and designated in the Articles of Merger in accordance with the MRL and the MLLCA as the effective time of the Merger

(the “Effective Time”).

Section 2.4             Organizational

Documents of the Surviving Entity. Subject to Section 7.9(b) and the last sentence of this Section 2.4,

at the Effective Time and by virtue of the Merger, the articles of organization and limited liability company operating agreement of

Merger Sub, as in effect immediately prior to the Effective Time shall be the articles of organization and limited liability company

operating agreement of the Surviving Entity, until thereafter amended in accordance with applicable Law and the applicable provisions

of such certificate of formation and limited liability company operating agreement. Prior to the Effective Time, Parent and Merger Sub

shall take all actions necessary to authorize the Surviving Entity Series C Preferred Units and, at the Effective Time, issue such

Surviving Entity Series C Preferred Units to the holders of Company Series C Preferred Shares in accordance with this Agreement.

Prior to the Effective Time, Parent and Merger Sub shall cause the organizational documents of Merger Sub (and the Surviving Entity),

to contain provisions necessary to give effect to the rights, preferences, privileges and voting powers of the Surviving Entity Series C

Preferred Units as contemplated hereby.

Section 2.5             Board

of Directors and Officers of the Surviving Entity. The board of directors of Merger Sub immediately prior to the Effective Time shall

be the board of directors of the Surviving Entity immediately after the Effective Time, and the officers of Merger Sub immediately prior

to the Effective Time shall be the officers of the Surviving Entity immediately after the Effective Time, each to serve until such time

as its, his or her resignation or removal or such time as its, his or her successor shall be duly elected and qualified, in each case

in accordance with the articles of organization and limited liability company operating agreement of the Surviving Entity.

Section 2.6             Tax

Consequences. Each of the Parties hereby agrees to treat, for U.S. federal and applicable state income tax purposes, (a) the

Merger as a taxable sale or exchange by the Company of all of its assets to and the assumption of all of its liabilities by Merger Sub,

followed by a distribution of the Merger Consideration to the shareholders of the Company in liquidation of the Company under Section 331

of the Code (which distribution shall be deemed to give rise to a distribution under Section 562(b) of the Code), and (b) this

Agreement as a “plan of liquidation” of the Company for U.S. federal income tax purposes, and hereby adopt it as such. The

Parties shall not take any position contrary to the preceding sentence in any U.S. federal income Tax Return or tax proceeding unless

otherwise required by Law.

Article 3

EFFECTS OF THE MERGER

Section 3.1             Effects

of the Merger.

(a)            At

the Effective Time, by virtue of the Merger and without any further action on the part of the Parent Parties, the Company or the holders

of any securities of the Company:

(i)            Except

as noted below, each Company Common Share, or fraction thereof, issued and outstanding as of immediately prior to the Effective Time

(other than Excluded Shares in accordance with Section 3.1(a)(ii)), shall automatically be cancelled and converted into

the right to receive, in accordance with the terms of this Agreement, an amount in cash equal to $61.20 per share, without

interest (such amount per share, the “Merger Consideration”), upon the proper surrender of Book-Entry Shares and Certificated

Shares evidencing validly issued, fully paid and nonassessable Company Common Shares in accordance with Section 3.2 and

subject to Section 3.1(a)(ii), Section 3.1(b), Section 3.5 and the next sentence of this Section 3.1(a)(i).

From and after the Effective Time, all Company Common Shares shall no longer be outstanding and shall automatically be cancelled and

shall cease to exist, and each holder of a Company Common Share shall cease to have any rights with respect thereto, except for the right

to receive the Merger Consideration therefor in accordance with Section 3.2.

(ii)            Each

Company Common Share issued and outstanding as of immediately prior to the Effective Time and then held by the Parent Parties or any

of their respective Subsidiaries or any of the Acquired Companies (collectively, the “Excluded Shares”) shall automatically

be cancelled and shall cease to exist, and no consideration shall be paid therefor, nor shall any right inure or be made with respect

thereto in connection with or as a consequence of the Merger.

(iii)            Each

Company Series C Preferred Share issued and outstanding as of immediately prior to the Effective Time shall automatically be cancelled

and converted into the right to receive, in accordance with the terms of this Agreement, one (1) Surviving Entity Series C

Preferred Unit (the “Series C Preferred Consideration”). From and after the Effective Time, all Company Series C

Preferred Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a Company

Series C Preferred Share shall cease to have any rights with respect thereto, except for the right to receive the Series C

Preferred Consideration therefor in accordance with Section 3.2.

(b)            Adjustment

to Merger Consideration. The Merger Consideration and other similarly dependent items shall be equitably adjusted to reflect the

effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible

into Company Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change

with respect to the number of Company Common Shares outstanding after the date hereof and prior to the Effective Time so as to provide

the holders of Company Common Shares with the same economic effect as contemplated by this Agreement prior to such event and as so adjusted

shall, from and after the date of such event, be the Merger Consideration and other similarly dependent items.

Section 3.2             Payment

Procedures.

(a)            Prior

to the Effective Time, Parent shall appoint a nationally recognized, reputable U.S. bank or trust company (the identity and terms of

designation and appointment of which shall be subject to the reasonable prior approval of the Company) to act as paying agent with respect

to the Merger (the “Paying Agent”). Not less than five (5) Business Days prior to the Effective Time, Parent

shall enter into an exchange and paying agent and nominee agreement with the Paying Agent, in a form reasonably acceptable to the Company

and Parent, setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 3.2.

Parent shall pay, or cause to be paid, the fees and expenses of the Paying Agent.

(b)            At

or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent, in a non-interest bearing

account, a cash amount in U.S. dollars that is sufficient in the aggregate to enable the Paying Agent to make the payments of the Merger

Consideration (the “Exchange Fund”). In the event the Exchange Fund is insufficient to make the payments contemplated

pursuant to Section 3.2, Parent shall promptly deposit, or cause to be deposited, with the Paying Agent such additional

funds to ensure that the Paying Agent has sufficient funds to make such payments. The Paying Agent shall make payments, in accordance

with the Paying Agent’s customary procedures, of the Merger Consideration out of the Exchange Fund in accordance with this Agreement.

Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Surviving Entity.

As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time),

Parent and the Surviving Entity shall cause the Paying Agent to mail (and make available for collection by hand) to each Person that

was, immediately prior to the Effective Time, a holder of record of Company Common Shares evidenced by certificates (the “Certificates”),

which Company Common Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 3.1(a)(i) of

this Agreement: (A) a letter of transmittal, which shall be in a customary form as prepared by Parent and the Surviving Entity

and reasonably acceptable to the Company and Parent prior to the Effective Time and shall specify that delivery shall be effected, and

risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, shall have a customary

release of all claims against Parent, Merger Sub and the Company arising out of or related to such holder’s ownership of Company

Common Shares (a “Letter of Transmittal”) and (B) instructions for effecting the surrender of the Certificates

(or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration, the forms of which Letter of Transmittal

and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon surrender of a Certificate

(or affidavit of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed in writing by Merger

Sub, and upon delivery of a Letter of Transmittal, duly executed and in proper form, with respect to such Certificates, the holder of

such Certificates shall be entitled to receive the Merger Consideration for each Company Common Share formerly evidenced by such Certificates

(after giving effect to any required Tax withholdings as provided in Section 3.5), and any Certificate so surrendered shall

forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered

Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed

or shall otherwise be in proper form for transfer, and the Person requesting such payment shall have paid any Transfer Taxes required

by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered and

shall have established to the satisfaction of the Surviving Entity that such Taxes either have been paid or are not required to be paid.

No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby,

each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration

as contemplated by this Agreement, except for Excluded Shares.

(d)            Book-Entry

Shares. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to

deliver a Certificate or, in the case of holders of Book-Entry Shares held through The Depository Trust Company, an executed Letter of

Transmittal to the Paying Agent, to receive the Merger Consideration that such holder is entitled to receive pursuant to the terms hereof.

In lieu thereof, each holder of record of one (1) or more Book-Entry Shares held through The Depository Trust Company whose Company

Common Shares were converted into the right to receive the Merger Consideration shall upon the Effective Time, in accordance with The

Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message”

(or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by

the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent

to pay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through

it, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration out of the

Exchange Fund for each such Book-Entry Share (after giving effect to any required Tax withholdings as provided in Section 3.5)

and such Book-Entry Shares of such holder shall forthwith be cancelled. As soon as practicable after the Effective Time (and in no event

later than three (3) Business Days after the Effective Time), Parent and the Surviving Entity shall cause the Paying Agent to mail

to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository

Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the

Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company

prior to the Effective Time. Upon delivery of such Letter of Transmittal, in accordance with the terms of such Letter of Transmittal,

duly executed and in proper form, the holder of such Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration,

for each such Book-Entry Share (after giving effect to any required Tax withholdings as provided in Section 3.5), and such

Book-Entry Shares so surrendered shall forthwith be cancelled. Payment of the Merger Consideration with respect to Book-Entry Shares

shall only be made to the Person in whose name such Book-Entry Shares are registered. No interest will be paid or accrued on any amount

payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated hereby, each Book-Entry Share shall be deemed

at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement,

except for Excluded Shares.

(e)            Lost

Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person

claiming such Certificate to be lost, stolen or destroyed and, if requested by Parent, the posting by such Person of a bond, in such

reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate,

the Paying Agent (or, if subsequent to the termination of the Exchange Fund, Parent) shall issue, in exchange for such lost, stolen or

destroyed Certificate, the Merger Consideration into which the Company Common Shares evidenced by such Certificate were converted pursuant

to Article 3.

(f)            Remaining

Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the former holders of the Company Common Shares for

twelve (12) months after the Closing Date shall be delivered to the Surviving Entity upon demand from the Surviving Entity, and any former

holders of the Company Common Shares who have not theretofore complied with this Article 3 shall thereafter look only to

the Surviving Entity (and only as general creditors thereof) for payment of the Merger Consideration payable upon surrender of their

Company Common Shares. None of Parent, the Surviving Entity, the Company or the Paying Agent or any other Person shall be liable to any

holder of Company Common Shares for any Merger Consideration or other amounts properly delivered to a public official pursuant to any

applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such holders of Company Common Shares immediately

prior to the time at which such amounts would otherwise escheat to, or become the property of, any Governmental Authority shall, to the

extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such

holders or their successors, assigns or personal Representatives previously entitled thereto.

(g)            Company

Series C Preferred Shares. Notwithstanding anything to the contrary contained in this Agreement, no holder of Company Series C

Preferred Shares shall be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent or the Surviving

Entity to receive the Series C Preferred Consideration that such holder is entitled to receive pursuant to the terms hereof. In

lieu thereof, each holder of record of one (1) or more Company Series C Preferred Shares whose Company Series C Preferred

Shares were converted into the right to receive the Series C Preferred Consideration shall, upon the Effective Time, be entitled

to receive, and the Surviving Entity shall (and Parent shall cause the Surviving Entity to) (i) record on its books and records

the issuance of the Surviving Entity Series C Preferred Units to each holder of record of Company Series C Preferred Shares

as of immediately prior to the Effective Time and (ii) deliver to each such holder written confirmation of such issuance, which

confirmation shall set forth the number of Surviving Entity Series C Preferred Units issued to such holder.

(h)            Share

Transfer Books. As of the Effective Time, the share transfer books of the Company shall be closed, and thereafter, there shall be

no further registration of transfers of Company Common Shares or Company Series C Preferred Shares on the records of the Company.

The Merger Consideration or Series C Preferred Consideration, as applicable, paid in accordance with the terms of this Article 3

automatically upon surrender of Company Common Shares or Company Series C Preferred Shares, respectively, shall be deemed to have

been paid in full satisfaction of all rights pertaining to such Company Common Shares or Company Series C Preferred Shares, respectively.

From and after the Effective Time, the holders of Company Common Shares or Company Series C Preferred Shares, as applicable, outstanding

immediately prior to the Effective Time shall cease to have any rights with respect to such Company Common Shares or Company Series C

Preferred Shares, as applicable, except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Book-Entry

Shares or Certificates evidencing Company Common Shares or Company Series C Preferred Shares, as applicable, are presented to the

Surviving Entity for transfer, they shall be cancelled and exchanged as provided in this Agreement.

(i)            Investment

of Exchange Fund. After the Closing Date, the Paying Agent shall invest any cash included in the Exchange Fund as directed by Parent

and in accordance with the Paying Agent’s customary procedures. Any interest and other income resulting from such investments shall

be paid to Parent or its designee. No investment or losses thereon of the Exchange Fund shall affect the consideration to which holders

of Company Common Shares are entitled pursuant to Section 3.1(a)(i). Until the termination of the Exchange Fund,

to the extent that there are losses with respect to such investments, or the cash portion of the Exchange Fund diminishes for other reasons

below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or

restore the cash portion of the Exchange Fund lost through investments or other events so as to ensure that the cash portion of the Exchange

Fund is, at all times, maintained at a level sufficient to make all such payments.

Section 3.3             Treatment

of Company Restricted Share Awards. At the Effective Time, by virtue of the Merger and without any action on the part of the Company,

Parent or the holder thereof, (a) each Company Restricted Share Award that is outstanding as of immediately prior to the Effective

Time shall, to the extent not vested, become fully vested; provided that to the extent that such award is subject to performance conditions,

any performance conditions shall be deemed to have been satisfied at the maximum level of performance, and (b) each Company Restricted

Share Award shall be canceled without any action on the part of any holder or beneficiary thereof in consideration for the right to receive,

within three (3) Business Days after the Effective Time, a lump sum cash payment with respect thereto equal to the product of:

(x) the Merger Consideration; and (y) the number of Company Common Shares represented by such Company Restricted Share Award,

less any required withholding taxes. As of the Effective Time, all accrued but unpaid dividends, if any, with respect to Company Restricted

Share Awards outstanding immediately prior to the Effective Time, automatically and without any action on the part of the holder or beneficiary

thereof, shall, to the extent not vested, become fully vested and be paid to such holder or beneficiary, as applicable, less any required

withholding taxes.

Section 3.4             ESPP.

Prior to the date hereof, the Company Board adopted resolutions suspending the ESPP and provided notice to participants in the ESPP describing

the suspension of the ESPP. Prior to the Effective Time, the Company Board (or, if appropriate, the compensation committee of the Company

Board), shall adopt resolutions providing that the ESPP shall terminate effective upon the Effective Time.

Section 3.5             Withholding

Rights. Each Party hereto and the Paying Agent shall be entitled to deduct and withhold, or cause to be deducted and withheld, from

any amounts payable pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code or any

provision of state, local or foreign tax Law. To the extent that such amounts are so deducted and withheld, each such payor shall take

all action as may be necessary to ensure any such amounts so withheld are timely and properly remitted to the appropriate Governmental

Authority. Any amounts deducted and withheld under this Agreement that are remitted to the appropriate Governmental Authority shall be

treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

Section 3.6             Dissenters

Rights. No dissenters’ rights, appraisal rights, or other similar rights (including rights of an objecting shareholder pursuant

to Section 8-501.1(j) of the MRL and Section 3-202 of the MGCL) shall be available with respect to the Merger or the

other transactions contemplated by this Agreement.

Section 3.7             General

Effects of the Merger. At the Effective Time, the effect of the Merger shall be as set forth in this Agreement and as provided in

the applicable provisions of the MRL and the MLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective

Time, all of the assets, property, rights, privileges, powers and franchises of the Company and Merger Sub shall transfer to, vest in,

and devolve on, the Surviving Entity, and all debts, obligations, liabilities and duties of the Company and Merger Sub shall become the

debts, obligations, liabilities and duties of the Surviving Entity.

Article 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (a) as set forth

in the disclosure letter prepared by the Company and delivered to Parent at or prior to the execution and delivery of this Agreement

(the “Company Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or

subsection of the Company Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to

which it corresponds and any other section or subsection of this Agreement to the extent (notwithstanding the absence of a specific cross

reference) the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face;

provided that the Company Disclosure Letter shall not be construed as constituting representations, warranties, covenants or agreements

of the Company or any Company Subsidiary, other than any such covenants or agreements expressly and affirmatively set forth in the Company

Disclosure Letter (including, for the avoidance of doubt, any undertaking by the Company to consult with, or provide information to,

Parent), or broadening the scope of any representation or warranty of the Company made herein), or (b) as disclosed in the Company

SEC Documents (as defined below) and available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system at least two

(2) Business Days prior to the date of this Agreement (excluding any information or documents incorporated by reference therein,

or filed as exhibits thereto, and excluding any disclosures contained in such documents under the heading “Forward Looking Statements”

or “Risk Factors” or any similarly titled captions and any other disclosures contained therein that are cautionary or forward

looking in nature, but, for the purpose of clarification, including and giving effect to any factual or historical statements included

in any such statements), the Company hereby represents and warrants to the Parent Parties that:

Section 4.1             Organization

and Qualification; Subsidiaries.

(a)            The

Company is a real estate investment trust duly formed, validly existing and in good standing under the laws of the State of Maryland

and has the requisite real estate investment trust power and authority to own, lease and, to the extent applicable, operate its properties

and assets and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business and is

in good standing, in each jurisdiction where the character of the properties owned, operated or leased by it or the nature of its business

makes such qualification, licensing or good standing necessary, except for such failures to be so qualified, licensed or in good standing

that, individually or in the aggregate, would not have, and would not reasonably be expected to have, a Company Material Adverse Effect.

(b)            Each

Subsidiary of the Company is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdiction

of its incorporation or organization, as the case may be, and has the requisite organizational power and authority to own, lease and,

to the extent applicable, operate its properties and assets and to carry on its business as it is now being conducted, except for such

failures to be so organized, validly existing, in good standing, or to have such power and authority that, individually or in the aggregate,

would not have, and would not reasonably be expected to have, a Company Material Adverse Effect. Each Subsidiary of the Company is duly

qualified or licensed to do business and is in good standing, in each jurisdiction where such qualification, licensing and good standing

is legally required due to the character of the properties owned, operated or leased by it or the nature of its business, except for

such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not have, and would not

reasonably be expected to have, a Company Material Adverse Effect.

the Company Disclosure Letter sets forth a true and complete list of the Subsidiaries of the Company and their respective jurisdictions

of incorporation or organization, as the case may be, the jurisdictions in which the Company and each Subsidiary of the Company are qualified

or licensed to do business, and the type of and percentage of interest held, directly or indirectly, by the Company in each Subsidiary

of the Company.

(d)            Except

as set forth in Section 4.1(d) of the Company Disclosure Letter, none of the Acquired Companies, directly

or indirectly, owns any equity interest, membership interest, partnership interest, joint venture interest, or investment (whether equity

or debt), or any interest convertible into, exercisable or exchangeable for any of the foregoing in, nor is it under any current or prospective

obligation to make any loan, capital contribution, or other investment in any Person (other than in the Subsidiaries of the Company and

investments in short-term investment securities).

(e)            The

Company has made available to Parent complete and correct copies of the Company Governing Documents in effect as of the date of this

Agreement. The Company is in compliance with the terms of its Company Governing Documents in all material respects. The Company Governing

Documents were duly adopted and are in full force and effect.

Section 4.2             Authority;

Approval Required.

(a)            The

Company has the requisite real estate investment trust power to execute and deliver this Agreement, to perform its obligations hereunder

and, subject to receipt of the Shareholder Approval, to consummate the transactions contemplated by this Agreement, including the Merger.

The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this

Agreement have been duly and validly authorized by all necessary real estate investment trust action, and no other real estate investment

trust proceedings on the part of the Company are necessary to authorize this Agreement or the Merger or to consummate the other transactions

contemplated by this Agreement, subject, with respect to the Merger, to receipt of the Shareholder Approval and the filing of the Articles

of Merger with, and acceptance for record of the Articles of Merger by, the SDAT.

(b)            This

Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by

the Parent Parties, constitutes a legally valid and binding obligation of the Company, enforceable against the Company on and in accordance

with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other

similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is

considered in a proceeding in equity or at law).

Company Board has duly adopted resolutions unanimously (i) declaring that the Merger and the other transactions contemplated by

this Agreement are advisable and in the best interests of the Company and its shareholders, (ii) authorizing and approving the

execution, delivery and performance of this Agreement and, subject to obtaining the Shareholder Approval, the consummation of the transactions

contemplated by this Agreement, including the Merger, (iii) directed that the approval of the Merger and the transactions contemplated

by this Agreement be submitted to a vote of the holders of Company Common Shares at the Shareholders Meeting, and (iv) except as

may be permitted pursuant to Section 7.3, resolved to include in the Proxy Statement the recommendation of

the Company Board to holders of Company Common Shares to vote in favor of approval of the Merger and the other transactions contemplated

by this Agreement (such recommendation, the “Board Recommendation”), which resolutions remain in full force and effect

and have not been subsequently rescinded, modified or withdrawn in any way, except as may be permitted after the date hereof by Section 7.3.

(d)            The

Shareholder Approval is the only vote or consent of the holders of any class or series of securities of the Company necessary to approve

the Merger and the other transactions contemplated by this Agreement.

Section 4.3             No

Conflict; Required Filings and Consents.

(a)            The

execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and their obligations hereunder

will not, (i) assuming receipt of the Shareholder Approval, conflict with or violate any provision of (A) the Company Governing

Documents, or (B) any equivalent organizational or governing documents of any other Subsidiary of the Company, (ii) assuming

that all consents, approvals, authorizations and permits described in Section 4.3(b) have been obtained,

all filings and notifications described in Section 4.3(b) have been made and any waiting periods thereunder have terminated

or expired, conflict with or violate any Law applicable to the Acquired Companies or by which any property or asset of the Acquired Companies

is bound, or (iii) except as set forth in Section 4.3(a)(iii) of the Company Disclosure Letter, require

any consent or approval (except as contemplated by Section 4.3(b)) under, result in any breach of any obligation

or any loss of any benefit or material increase in any cost or obligation of any of the Acquired Companies under, or constitute a default

(or an event which with notice or lapse of time or both would become a default) under, or give to any other Person any right of termination,

acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer

or forced sale under or result in the creation of a Lien (other than a Permitted Encumbrance) on any property or asset of the Acquired

Companies pursuant to, any Material Contract or Permit (as defined herein) to which any of the Acquired Companies is a party, except,

as to clauses (i)(B), (ii) and (iii) above, for any such conflicts, violations, breaches, defaults or other occurrences which,

individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

(b)            The

execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require

any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority by the Company, except

(i) the filing with the SEC of the Proxy Statement and such reports under, and other compliance with, the Exchange Act and the

Securities Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the

filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT pursuant to the MRL and the

MLLCA, (iii)  such filings and approvals as may be required by any applicable state securities or “blue sky” Laws,

(iv) the consents, authorizations, orders or approvals of each Governmental Authority listed in Section 8.1(a) of

the Company Disclosure Letter, and (v) where failure to obtain such consents, approvals, authorizations or permits, or to make

such filings or notifications which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse

Effect.

Section 4.4             Capital

Structure.

(a)            The

authorized shares of beneficial interest of the Company consist of 1,400,000,000 shares, of which (x) 600,000,000 are designated

as Company Common Shares, (y) 100,000,000 are designated as preferred shares of beneficial interest, par value $0.0001 per share

(“Company Preferred Shares”), and (z) 700,000,000 shares are designated as excess shares of beneficial interest

((x)-(z), collectively, the “Company Capital Shares”). As of the close of business on July 17, 2026 (the “Capitalization

Date”), (i) 58,040,726 Company Common Shares were issued and outstanding, (ii) 1,935,375 Company Preferred Shares

were issued and outstanding, all of which are designated as Company Series C Preferred Shares, (iii) Company Restricted Share

Awards covering 916,538 unvested Company Common Shares were issued and outstanding, (iv) 199,932 Company Common Shares were reserved

for issuance under the ESPP, (v) 553,333 Company Common Shares were reserved for issuance under the Company’s direct share

purchase plan, (vi) 7,936,507 Company Common Shares were reserved for issuance pursuant to the Company’s at-the-market equity

offering program, (vii) 800,205 Company Common Shares were reserved for issuance pursuant to future awards under the Incentive

Plan, (viii) 861,158 Company Common Shares were reserved for issuance upon conversion of the outstanding Company Series C

Preferred Shares, and (ix) 1,089 Company Common Shares were reserved for issuance in connection with the Company’s reverse

stock split that was effectuated on November 10, 2025. All of the outstanding Company Capital Shares are duly authorized, validly

issued, fully paid and nonassessable. From the close of business on the Capitalization Date until the date of this Agreement, no Company

Common Shares, Company Preferred Shares or Company Restricted Share Awards have been issued, awarded or granted. Except as set forth

in this Section 4.4(a), there are no other outstanding Company Capital Shares as of the close of business on the

Capitalization Date. As of the Capitalization Date, the Conversion Rate (as defined in the Company Declaration) for the Company Series C

Preferred Shares was 0.487 shares of Company Common Shares per Company Series C Preferred Share.

(b)            Section 4.4(b) of

the Company Disclosure Letter sets forth the following information with respect to outstanding Company Restricted Share Awards as of

the close of business on the Capitalization Date: (i) the name (or employee identification number) of the holder thereof; (ii) the

number of Company Common Shares underlying such Company Restricted Share Award; (iii) the grant date, (iv) the amount of

any accrued but unpaid dividends associated with such Company Restricted Share Award, and (v) the expiration date (if any).

of the outstanding shares of capital stock of each Subsidiary of the Company that is a corporation are duly authorized, validly issued,

fully paid and nonassessable. All of the outstanding equity interests in each Subsidiary of the Company that is a partnership or limited

liability company are duly authorized and validly issued. All outstanding shares of capital stock of, or equity interests in, each Subsidiary

of the Company that may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will

be validly issued, fully paid and nonassessable, as applicable. Except as set forth on Section 4.4(c) of

the Company Disclosure Letter, the Company owns, directly or indirectly, all of the issued and outstanding capital stock of, or equity

interests in, each Subsidiary of the Company, free and clear of all Liens, other than Permitted Encumbrances and for Liens and transfer

restrictions of general applicability as may be provided under the Securities Act or other applicable securities laws. Section 4.4(c) of

the Company Disclosure Letter sets forth the respective ownership percentages of the members in each joint venture Subsidiary of the

Company and each Unconsolidated JV as of the date hereof.

(d)            As

of the close of business on the Capitalization Date, there are no bonds, debentures, notes or other Indebtedness having general voting

rights (or that are convertible into securities having such rights) of the Acquired Companies (“Voting Debt”) issued

and outstanding. Except for (i) Company Restricted Share Awards (and any related accrued but unpaid dividends), (ii) the

Company Series C Preferred Shares and (iii) as set forth on Section 4.4(d) of the Company Disclosure Letter,

as of the close of business on the Capitalization Date (and Company Common Shares issuable on the vesting or settlement thereof, as applicable),

there are no outstanding subscriptions, securities options, warrants, calls, rights, profits interests, share appreciation rights, phantom

shares, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements,

arrangements, undertakings or commitments of any kind to which the Acquired Companies is a party or by which any of them is bound obligating

any of the Acquired Companies to (A) issue, transfer or sell or create, or cause to be issued, transferred or sold or created any

additional shares or other equity interests or phantom shares or other contractual rights the value of which is determined in whole or

in part by the value of any equity security of any of the Acquired Companies or securities convertible into or exchangeable for such

shares or equity interests, (B) issue, grant, extend or enter into any such subscriptions, options, warrants, calls, rights, profits

interests, share appreciation rights, phantom shares, convertible securities or other similar rights, agreements, arrangements, undertakings

or commitments, or (C) redeem, repurchase or otherwise acquire any such shares, Voting Debt or other equity interests.

(e)            The

Company is not party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of any Company Common Shares

or Company Preferred Shares. Except as set forth in Section 4.4(e) of the Company Disclosure Letter,

none of the Acquired Companies has granted any registration rights on Company Capital Shares. No Company Capital Shares are owned by

any Subsidiary of the Company.

(f)            The

Company does not have a “poison pill” or similar shareholder rights plan.

(g)            All

dividends or other distributions on Company Common Shares, all dividends or other distributions on Company Series C Preferred Shares,

and any material dividends or other distributions on any securities of any Subsidiary of the Company, which have been authorized or declared

prior to the date hereof, have been paid in full (except to the extent such dividends have been publicly announced and are not yet due

and payable). As of the date of this Agreement, full cumulative dividends on the Company Series C Preferred Shares for all past

dividend periods have been declared and paid in cash. There has been no repurchase of Company Capital Shares between the close of business

on the Capitalization Date and the date of this Agreement.

Section 4.5             SEC

Documents; Financial Statements; Internal Controls; Off-Balance Sheet Arrangements; Investment Company Act; Anti-Corruption Laws.

(a)            The

Company has timely filed with, or furnished (on a publicly available basis) to, the SEC, or, with respect to any late disclosure, timely

responded to the SEC or subsequently filed, all forms, documents, statements, schedules and reports required to be filed or furnished

by the Company under the Exchange Act or the Securities Act (together with all certifications required pursuant to the Sarbanes-Oxley

Act of 2002 (the “Sarbanes-Oxley Act”)) since the Lookback Date (the forms, documents, statements and reports filed

or furnished with the SEC on or after the Lookback Date and those filed or furnished with the SEC since the date of this Agreement, if

any, including any amendments or supplements thereto, the “Company SEC Documents”). As of their respective filing

or furnishing dates (or the date of their most recent amendment, supplement or modification), the Company SEC Documents (i) complied

as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be,

the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder, and (ii) 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 made

therein, in light of the circumstances under which they were made, not misleading; provided, however, that

no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information

filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act.

As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in comment letters

received from the SEC staff with respect to the Company SEC Documents and, to the Knowledge of the Company, none of the Company SEC Documents

is the subject of ongoing SEC review. As of the date hereof, no Subsidiary of the Company is separately required to file any form or

report with the SEC pursuant to the periodic and current disclosure requirements under Section 13(a) or Section 15(d) of

the Exchange Act.

(b)            The

consolidated audited and unaudited financial statements of the Company and the consolidated Subsidiaries of the Company included, or

incorporated by reference, in the Company SEC Documents, including the related notes and schedules (as amended, supplemented or modified

by later Company SEC Documents), (i) complied as to form, as of their respective dates, in all material respects with the then-applicable

accounting requirements of the Securities Act and the Exchange Act and the published rules and regulations of the SEC with respect

thereto, (ii) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be

indicated in the notes thereto, or, in the case of the unaudited financial statements, for normal and recurring year-end adjustments

and as may be permitted by the SEC on Form 10-Q, Form 8-K, Regulation S-X or any successor or like form under the Exchange

Act), and (iii) fairly present, in all material respects (subject, in the case of unaudited financial statements, for normal and

recurring year-end adjustments, none of which is material, individually or in the aggregate), the consolidated financial position of

the Company and the consolidated Subsidiaries of the Company, taken as a whole, as of their respective dates and the consolidated results

of operations of the Company and the consolidated Subsidiaries of the Company for the periods presented therein.

Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under

the Exchange Act) to provide reasonable assurance that all material information required to be disclosed by the Company in the reports

that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely

decisions regarding required disclosure. The Company has designed and maintains a system of internal control over financial reporting

(as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) intended to provide reasonable assurances regarding

the reliability of financial reporting for the Company and the consolidated Subsidiaries of the Company.

(d)            Except

as set forth on Section 4.5(d) of the Company Disclosure Letter, none of the Acquired Companies is a party to, or

has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract

relating to any securitization transaction or “off-balance sheet arrangements” (as defined in Item 303(b) of Regulation

S-K of the SEC), where the result, purpose or intended effect of such transaction or arrangement is to avoid disclosure of any material

transaction involving, or material liabilities of, the Acquired Companies in the Company’s audited financial statements or other

Company SEC Documents.

(e)            Neither

the Company nor any Subsidiary of the Company is required to be registered as an investment company under the Investment Company Act.

(f)            Except

as permitted by the Exchange Act, including Sections 13(k)(2) and (3), since the Lookback Date, none of the Acquired Companies

has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the Sarbanes-Oxley

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

(g)            Except

as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

since the Lookback Date, (i) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any trustee,

director, Officer, employee, auditor, accountant or Representative of the Company or any of its Subsidiaries has received or otherwise

had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting

or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting

controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in

questionable accounting or auditing practices and (ii) no attorney representing the Company or any of its Subsidiaries, whether

or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of

duty or similar violation by the Company or any of its Subsidiaries or any of their respective trustees, Officers, directors, employees

or agents to the Company Board or any committee thereof or to any trustee or Officer of the Company or any of its Subsidiaries.

Section 4.6             Absence

of Certain Changes or Events. Except as set forth in Section 4.6 of the Company Disclosure Letter, since March 31,

2026 through the date of this Agreement, (a) the Acquired Companies have conducted their respective business in all material respects

in the ordinary course of business and (b) there has not been any Company Material Adverse Effect.

Section 4.7             No

Undisclosed Liabilities. Except (a) as specifically disclosed or reflected and, if required, reserved against in the financial

statements or in the notes thereto contained in the Company SEC Documents, (b) for liabilities or obligations incurred in connection

with the transactions contemplated by this Agreement, (c) for liabilities or obligations incurred in the ordinary course of business

since March 31, 2026, or (d) liabilities that would not, individually or in the aggregate, have had or would reasonably be

expected to have a Company Material Adverse Effect, none of the Acquired Companies has any liabilities of the type required to be disclosed

in the liabilities column of a balance sheet prepared in accordance with GAAP or obligations or Indebtedness (whether accrued, absolute,

contingent or otherwise).

Section 4.8             Permits;

Compliance with Law.

(a)            Except

for Property compliance and Environmental Permits, which are addressed solely in Section 4.10(a) and Section 4.11,

respectively, each of the Acquired Companies is in possession of all authorizations, licenses, permits, certificates, approvals, variances,

exemptions, Orders, franchises, certifications and clearances of any Governmental Authority necessary for such Acquired Company to own,

lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted

(the “Permits”), and all such Permits are valid and in full force and effect, and are sufficient for the operation

of the business as presently conducted by the Acquired Companies, except where the failure to be in possession of, or the failure to

be valid or in full force and effect of or the sufficiency of, any of the Permits, individually or in the aggregate, would not have,

and would not reasonably be expected to have a Company Material Adverse Effect. Except as would not have, and would not reasonably be

expected to have, individually or in the aggregate, a Company Material Adverse Effect, no event has occurred with respect to any of the

Permits which permits, or after notice or lapse of time or both would permit, revocation, suspension or termination thereof or would

result in any other material impairment of the rights of the holder of any such Permits. To the Knowledge of the Company, there is not

pending any applicable petition, objection or other pleading with any Governmental Authority having jurisdiction or authority over the

operations of the Acquired Companies that impairs the validity of any Permit or which would reasonably be expected, if accepted or granted,

to result in the revocation of any Permit, except where the impairment or revocation of any such Permit, individually or in the aggregate,

would not have, and would not reasonably be expected to have, a Company Material Adverse Effect. None of the Acquired Companies has,

since the Lookback Date: (i) received any written notice from any Governmental Authority regarding any material violation by any

Acquired Company of any Law; or (ii) provided any written notice required by applicable Law to any Governmental Authority regarding

any material violation by an Acquired Company of any Law, which notice in either case remains outstanding or unresolved as of the date

hereof, except for such notices that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a

Company Material Adverse Effect.

(b)            None

of the Acquired Companies is in, nor since the Lookback Date has received written notice of, default or violation of (i) any Law

applicable to any of the Acquired Companies or by which any property or asset of any of the Acquired Companies is bound or (ii) any

Permits, except, in each case, for any such conflicts, defaults, non-compliances, violations or investigations that have been cured,

or that, individually or in the aggregate, would not have, and would not reasonably be expected to have, a Company Material Adverse Effect.

The Company has not received written notice from any Governmental Authority of any investigations the outcomes of which, individually

or in the aggregate, would not have, and would not reasonably be expected to have, a Company Material Adverse Effect.

as, individually or in the aggregate, would not have, and would not reasonably be expected to have, a Company Material Adverse Effect,

in the last five (5) years, none of the Acquired Companies, nor, to the Knowledge of the Company, any of their respective Officers,

trustees or directors, (in their capacity as such), has (i) violated any Anti-Corruption Laws applicable to such person, (ii) been

in violation of Sanctions or knowingly conducted any business or transaction with or involving any Sanctioned Jurisdiction or Sanctioned

Person or (iii) been a Sanctioned Person. To the Knowledge of the Company, in the last five (5) years, neither the Company

nor any of its Subsidiaries has received any written notice from a Governmental Authority of any pending formal investigation, enforcement

proceeding or other regulatory action by any Governmental Authority regarding any violation or alleged violation of Anti-Corruption Laws

or Sanctions.

Section 4.9             Litigation.

As of the date hereof, there is no Action pending or, to the Knowledge of the Company, threatened in writing seeking to prevent, hinder,

modify, delay or challenge the Merger or any of the other transactions contemplated by this Agreement. There is no other Action (excluding

the Actions of the nature described in the prior sentence) pending or, to the Knowledge of the Company, threatened in writing against

any of the Acquired Companies that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse

Effect. None of the Acquired Companies, nor any of their respective properties or assets, is named in or subject to any outstanding Order

that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.

Section 4.10           Properties.

(a)            Subject

to the immediately succeeding sentence, Section 4.10(a) of the Company Disclosure Letter lists the Company

Properties and sets forth the applicable Acquired Company that owns (or leases, as applicable, and as indicated) each such property.

Subject to (i) debt and other matters set forth in Section 4.10(a) of the Company Disclosure Letter and

(ii) Permitted Encumbrances, the Acquired Companies own marketable fee simple title to, or a valid leasehold interest in, the Company

Properties, in each case free and clear of Liens. Except as, individually or in the aggregate, would not have, and would not reasonably

be expected to have, a Company Material Adverse Effect: (i) to the Knowledge of the Company as of the date hereof, none of the

Acquired Companies has received written notice of any violation of any Law affecting any portion of any of the Company Properties issued

by any Governmental Authority that have not been cured or contested in good faith and (ii) to the Knowledge of the Company as of

the date hereof, none of the Acquired Companies has received written notice to the effect that there are (A) condemnation, rezoning

or other public land use proceedings from any Governmental Authority that are pending or threatened with respect to any of the Company

Properties or (B) zoning, building or similar Laws, codes, ordinances, Orders or regulations that are violated by the operation

or use of any buildings or other improvements on any of the Company Properties as currently conducted.

(b)           To

the Knowledge of the Company, as of the date hereof, the Company has delivered to or made available to Parent correct and complete, in

all material respects, copies of each lease pursuant to which an Acquired Company is a lessor, which demises more than 250,000 rentable

square feet, together with all material amendments and modifications thereto and all guarantees thereof (if any) (collectively, the “Material

Company Leases”). Except as would not have, and would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect, as of the date hereof, each Material Company Lease is in full force and effect and no Acquired Company

nor, to the Knowledge of the Company, any other party to a Material Company Lease, is in default beyond any applicable notice and cure

period under any Material Company Lease and, to the Knowledge of the Company, there exists no event which, with notice or lapse of time

or both, would constitute a material default thereunder by any Acquired Company or that would reasonably be expected to result in termination

thereof by the tenant or, to the Knowledge of the Company, any other party thereto, and no Acquired Company has received any written

notice from the tenant of any such default or potential default. Except as set forth on Section 4.10(b) of

the Company Disclosure Letter or except as has been resolved prior to the date hereof, as of the date of this Agreement, no Acquired

Company has received notice of any insolvency or bankruptcy proceeding (or threatened proceedings) involving any tenant under any Material

Company Lease where such proceeding remains pending, except, in each case, as would not reasonably be expected, individually or in the

aggregate, to have a Company Material Adverse Effect. To the Knowledge of the Company, as of the date hereof, the Company has delivered

or made available to Parent correct and complete copies of each ground lease pursuant to which an Acquired Company is the ground tenant,

together with all material amendments and modifications thereto (collectively, the “Ground Leases”); provided,

however, that the term “Ground Leases” shall not include any ground lease entered into primarily for the purpose of

obtaining tax incentives where the applicable Acquired Company has the option to purchase the underlying property for a nominal amount.

To the Knowledge of the Company, each Ground Lease is in full force and effect and no Acquired Company nor any other party to a Ground

Lease, is in material default beyond any applicable notice and cure period under any Ground Lease and, to the Knowledge of the Company,

there exists no event which, with notice or lapse of time or both, would constitute a material default thereunder by any Acquired Company

or that would reasonably be expected to result in termination thereof by the ground lessor, and no Acquired Company has received any

written notice from the ground lessor of any such material default or potential default.

Acquired Companies have marketable title to, or a valid and enforceable leasehold interest in, all material personal property owned, used

or held for use by them, except in each case, as would not reasonably be expected, individually or in the aggregate to have a Company

Material Adverse Effect. The Acquired Companies’ ownership of any such personal property is not subject to any Liens, other than

Permitted Encumbrances, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse

Effect.

(d)           A

rent roll for each Company Property as of July 18, 2026 is set forth in Section 4.10(d) of the Company Disclosure

Letter, which sets forth the identity of the tenant, the lease start date and expiration date, approximate square feet of rentable area,

usable acres or leasable area, and monthly rent, which is true and correct as to the information thereon as of the date stated thereon,

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

(e)           With

respect to each Company Property, except as would not reasonably be expected, individually or in the aggregate, to have a Company Material

Adverse Effect, no written claim has been made against an owner’s or leasehold policy of title insurance by any Acquired Company,

that to the Knowledge of the Company, remains outstanding.

(f)            Except

as set forth on Section 4.10(f) of the Company Disclosure Letter or as set forth in the Material

Company Leases, as of the date of this Agreement, neither the Company nor any Acquired Company has entered into any written agreement

pursuant to which the Company or any such Acquired Company is obligated to purchase or sell any interest in real property on or after

the date of this Agreement. Except as set forth on Section 4.10(f) of the Company Disclosure Letter or as set

forth in the Material Company Leases, and except as would not, individually or in the aggregate, reasonably be expected to have a Company

Material Adverse Effect, to the Knowledge of the Company, neither the Company nor any Acquired Company has granted any unexpired options,

rights of first offer or rights of first refusal to purchase or otherwise convey any real property interest in the Company Property or

any portion thereof. To the Knowledge of the Company, there are no brokerage commissions or brokerage fees which are now due or which

may be due in the future relating to the purchase or sale of any interest(s) in real property or to any of the Material Company Leases,

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

(g)           To

the Knowledge of the Company, Section 4.10(g) of the Company Disclosure Letter lists in all material respects

each Company Property which is under development, the contract amount for which exceeds $5,000,000 and is ongoing as of the date hereof,

and describes the general status of such development or capital improvement work, as of the date hereof.

Section 4.11           Environmental

Matters. Except as set forth on Section 4.11 of the Company Disclosure Letter or as, individually or in the aggregate,

would not reasonably be expected to have a Company Material Adverse Effect, since the Lookback Date or such shorter period of its ownership

of a Company Property: (a) no Acquired Company has received written notice from any Governmental Authority that such Acquired Company,

as to its respective Company Property, is not in compliance with all Environmental Laws and all applicable Environmental Permits; (b) to

the Knowledge of the Company, each of the Acquired Companies is in possession of all Environmental Permits necessary for such Acquired

Company to own, lease and, to the extent applicable, operate its Company Property or to carry on its respective business substantially

as they are being conducted as of the date hereof, and all such Environmental Permits are valid and in full force and effect with all

necessary applications for renewal thereof having been timely filed; (c) the Acquired Companies, as to their respective Company

Properties, have not received written notice from any Governmental Authority that any and all Hazardous Substances disposed of by any

of the Acquired Companies were not done so in accordance with all applicable Environmental Laws and Environmental Permits; (d) the

Acquired Companies, as to their respective Company Properties, have not received any written notice, demand, letter, claim or request

from any Governmental Authority for information alleging any violation by any Acquired Company of, or liability of any Acquired Company

under, applicable Environmental Law; and (e) to the Knowledge of the Company, the Acquired Companies as to their respective Company

Properties, are not subject to any Order, writ, judgment, injunction, decree, stipulation, determination, administrative action, or award

by any Governmental Authority pursuant to any Environmental Laws or any Environmental Permit (other than any such Order, writ, judgment,

injunction, decree, stipulation, determination, administrative action, or award arising out of or relating to the acts or omissions of

any current or former tenant, subtenant, or other occupant of any Company Property).

Section 4.12           Material

Contracts.

(a)           All

Contracts, including amendments thereto, required to be filed with the SEC as an exhibit to any Company SEC Documents filed on or after

the Lookback Date pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC

have been filed. All such filed Contracts shall be deemed to have been made available to Parent.

(b)           Section 4.12(b) of

the Company Disclosure Letter sets forth, as of the date hereof, a true and complete list of, and the Company has made available to Parent

a true, correct and complete copy of, each Contract (other than a Company Benefit Plan and a Material Company Lease) in effect as of the

date hereof to which any of the Acquired Companies is a party that:

(i)              is

a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act);

(ii)             is

required to be described pursuant to Item 404 of Regulation S-K promulgated under the Securities Act;

(iii)            contains

any non-compete, non-solicit, “most favored nation” or exclusivity provisions in favor of an unaffiliated party with respect

to any line of business or geographic area that restricts the business of the Acquired Companies in any material respect, including upon

consummation of the transactions contemplated by this Agreement, or that otherwise restricts the lines of business conducted by the Acquired

Companies or the geographic area in which the Acquired Companies may conduct business in any material respect, except in each case for

(A) any Contracts that may be cancelled by the Acquired Companies without material liability to an Acquired Company upon notice of

sixty (60) days or less and (B) customary non-disclosure or confidentiality agreement;

(iv)            constitutes

an Indebtedness obligation for borrowed money of the Acquired Companies that (A) has an outstanding principal amount as of the date

hereof greater than $1,000,000, (B) is secured, by a Company Property or a pledge of the equity ownership interests therein, or (C) relates

to any interest rate caps, interest rate collars, swaps or hedging, other than (x) any Contract in respect of a real property lease

or obligations thereunder, (y) surety or performance bonds, letters of credit or similar agreements entered into in the ordinary

course of business in each case to the extent not drawn upon and (z) any Contract solely among or between Company and any Wholly

Owned Company Subsidiary;

(v)             requires

the Acquired Companies to purchase or sell, as applicable, equity interests of any Person or assets, including through a pending purchase

or sale of assets, merger, consolidation or similar business combination transaction, that (together with all of the assets and properties

subject to such requirement in such Contract) have a fair market value or purchase price in excess of $1,000,000;

(vi)            sets

forth the operational or governance terms of a joint venture, partnership, limited liability company or strategic alliance of the Acquired

Companies, including for each of the Unconsolidated JVs and any other joint venture that is material to the Acquired Companies, taken

as a whole (collectively, the “Joint Venture Agreements”);

(vii)           relates

to the settlement (or proposed settlement) of any pending or threatened Action, in writing, other than any settlement that is covered

by insurance or indemnification, or provides solely for the payment of less than $250,000 and does not contain, in each case, any ongoing

obligations, restrictions on the Acquired Companies’ business operations, or admissions of fault;

(viii)          involves,

by its terms, either (A) annual receipts by an Acquired Company of more than $500,000 or (B) annual payments by any Acquired

Company of more than $500,000, in each case, received or incurred in the fiscal year ended December 31, 2025, or reasonably expected

to be received or incurred in the fiscal year ending December 31, 2026, and which is not terminable by an Acquired Company for convenience

without penalty; provided that the foregoing clause (A) shall not apply to any Contract relating to real property (including

leases, subleases, licenses, services, constructions, or other occupancy agreements); and provided, further, that foregoing

clause (B) shall not apply to any Contract where a tenant is obligated under its lease to make such payment on behalf of an Acquired

Company or reimburse an Acquired Company for such payment;

(ix)            relates

to an acquisition, divestiture, merger or similar transaction that has continuing material indemnification, guarantee, “earn-out”

or other contingent payment obligations on an Acquired Company, other than pursuant to customary non-disclosure or confidentiality agreements;

(x)             other

than Contracts for ordinary repair, replacement, and maintenance, any Contract relating to the development or construction of, or renovations,

additions or expansions to, the Company Properties, under which any Acquired Company has obligations individually of $500,000 or more;

(xi)            any

Contract with respect to an Affiliate Transaction;

(xii)           is

a collective bargaining agreement with any trade union, works council or other labor organization; or

(xiii)          grants

(A) to an Acquired Company any license or other right with respect to material Intellectual Property (other than (1) non-exclusive

licenses of commercially available “off-the-shelf” software, (2) non-exclusive licenses of other Intellectual Property

available at no cost or that are generally commercially available on standard terms, (3) non-exclusive licenses of Intellectual Property

that are merely incidental to the transaction contemplated by the applicable Contract entered into in the ordinary course of business,

and (4) any other non-exclusive licenses for Intellectual Property with an annual cost of $100,000 or less) or (B) to any third

party any license or other right with respect to material Owned IP (except for (1) non-exclusive licenses granted to customers, vendors

and service providers of any Acquired Company entered into in the ordinary course of business and (2) non-exclusive licenses of Intellectual

Property that are merely incidental to the transaction contemplated by the applicable Contract entered into in the ordinary course of

business).

Contract in any of the categories set forth in Section 4.12(a) and (b) to which any of the

Acquired Companies is a party or by which it is bound as of the date hereof is referred to herein as a “Material Contract”.

(d)           Except

as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Material

Contract is legal, valid, binding and enforceable on each Acquired Company that is a party thereto and, to the Knowledge of the Company,

each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium

or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability

is considered in a proceeding in equity or at Law) and (ii) each Acquired Company has performed all obligations required to be performed

by it prior to the date hereof under each Material Contract and, to the Knowledge of the Company, each other party thereto has performed

all obligations required to be performed by it under such Material Contract prior to the date hereof. None of the Acquired Companies nor,

to the Knowledge of the Company, any other party thereto, is in breach or violation of, or default under, any Material Contract, and no

event has occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any Material Contract,

except in each case where such breach, violation or default, individually or in the aggregate, would not reasonably be expected to have

a Company Material Adverse Effect. None of the Acquired Companies has received notice of any violation or default under, or currently

owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any Material Contract, except for

violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be expected to have a Company Material

Adverse Effect. Except as, individually or in the aggregate, would not have, and would not reasonably be expected to have, a Company Material

Adverse Effect, there are no disputes pending, or, to the Knowledge of the Company, threatened with respect to any Material Contract,

and none of the Acquired Companies has received any written notice of the intention of any other party to a Material Contract to terminate

for default, convenience or otherwise any Material Contract.

(e)            Section 4.12(e) of

the Company Disclosure Letter lists each management agreement pursuant to which any third party manages or operates any of the Company

Properties on behalf of any Acquired Company, and describes the property that is subject to such management agreement, the applicable

Acquired Company that is a party and the date of such management agreement (collectively, the “Management Agreements”).

True, correct and complete copies of all Management Agreements as of the date hereof (together with all amendments, guaranties and other

related agreements) have been made available to Parent. As of the date hereof, each Management Agreement is valid, binding and in full

force and effect as against the applicable Acquired Company and, to the Knowledge of the Company, as against the other party thereto.

None of the Acquired Companies have received notice of any violation or default under, or currently owes any termination, cancellation

or other similar fees or any liquidated damages to any third-party manager or operator, except for fees or damages that, individually

or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Section 4.13           Taxes.

(a)            Each

Acquired Company has timely filed with the appropriate Governmental Authority all annual income and any other material Tax Returns required

to be filed, taking into account any valid extensions of time within which to file such Tax Returns, and all such Tax Returns were complete

and correct in all material respects. Each Acquired Company has duly paid (or there has been paid on its behalf) all material Taxes required

to be paid by them (whether or not shown on a Tax Return) and adequate reserves or accruals for Taxes have been provided in accordance

with GAAP with respect to any period for which Tax Returns have not yet been filed or for which Taxes are not yet due and owing. No written

claim has been proposed, or threatened, by any Governmental Authority in any jurisdiction where the Acquired Companies do not file Tax

Returns that any Acquired Company is or may be subject to a material Tax by such jurisdiction.

(b)           The

Company (i) for all taxable years beginning with the taxable year ended December 31, 1993 through the taxable year ended December 31,

2025, has been organized and operated in conformity with the requirements to qualify as a REIT under the Code and has been subject to

U.S. federal taxation as a REIT within the meaning of Section 856 of the Code, (ii) for its taxable year beginning on January 1,

2026 has been organized and operated, and will continue to operate, for the short taxable year of the Company that ends at the Effective

Time, in conformity with the requirements to qualify as a REIT under the Code, and (iii) has not taken or omitted to take any action

that would reasonably be expected to result in the Company’s failure to qualify as a REIT and, to the Knowledge of the Company,

no challenge to the Company’s status or qualification for taxation as a REIT is pending or threatened.

classification of the Acquired Companies for U.S. federal income tax purposes as of the date of this Agreement is provided in Section 4.13(c) of

the Company Disclosure Letter. Each entity that is listed in Section 4.13(c) of the Company Disclosure Letter as a disregarded

entity for U.S. federal income tax purposes has been treated as a disregarded entity from and after the date of its formation and each

entity listed in Section 4.13(c) of the Company Disclosure Letter as a partnership for U.S. federal income tax purposes

has been treated as a disregarded entity or partnership from and after the date of its formation. Each entity that is listed in Section 4.13(c) of

the Company Disclosure Letter as a corporation has, since the later of the date of its formation or the date on which the Company acquired

an interest in such entity, been treated for U.S. federal income tax purposes as a REIT, a “qualified REIT subsidiary” within

the meaning of Section 856(i)(2) of the Code or a “taxable REIT subsidiary” within the meaning of Section 856(l) of

the Code as set forth on such schedule.

(d)           (i) There

are no audits, investigations by any Governmental Authority or other proceedings pending with regard to any income or other material Taxes

or income or other material Tax Returns of any of the Acquired Companies; (ii) no deficiency for material Taxes of any of the Acquired

Companies has been claimed, proposed or assessed in writing by any Governmental Authority, which deficiency has not yet been settled,

satisfied by payment, withdrawn or otherwise resolved, except for such deficiencies which are being contested in good faith by appropriate

proceedings and for which adequate accruals or reserves have been established in accordance with GAAP; (iii) none of the Acquired

Companies has waived any statute of limitations with respect to the assessment of any income or other material Taxes or agreed to any

extension of time with respect to any income or other material Tax assessment or deficiency for any open tax year (other than extensions

entered into in the ordinary course of business and not in connection with any audit, investigation, or proceeding); (iv) none of

the Acquired Companies is currently the beneficiary of any extension of time within which to file any income Tax Return, which income

Tax Return has since not been filed (other than extensions entered into in the ordinary course of business and not in connection with

any audit, investigation, or proceeding); (v) none of the Acquired Companies are contesting any liability for material Taxes, and

(vi) none of the Acquired Companies has entered into any “closing agreement” as described in Section 7121 of the

Code (or any corresponding or similar provision of state, local or foreign income tax Law).

(e)           The

Acquired Companies have complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and

have duly and timely withheld and, in each case, have paid over to the appropriate taxing authorities all amounts required to be so withheld

and paid over on or prior to the due date thereof under all applicable Laws and has in all material respects properly completed and timely

filed all IRS Forms W-2 and 1099 required with respect to each employee and independent contractor of the Acquired Companies.

(f)            None

of the Acquired Companies is a party to any Tax indemnity, allocation or sharing agreement or similar arrangement, other than (i) any

agreement or arrangement between any of the Acquired Companies, and (ii) provisions in commercial contracts not primarily relating

to Taxes.

(g)           None

of the Acquired Companies (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than

an affiliated group the common parent of which is an Acquired Company), or (ii) has any liability for the Taxes of any Person (other

than any Subsidiary of the Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign

Law), as a transferee or successor, by Contract, or otherwise.

(h)           None

of the Acquired Companies has participated in any “reportable transaction” (other than a “loss transaction”) within

the meaning of Treasury Regulations Section 1.6011-4(b).

(i)            For

all taxable years commencing with the taxable year ended December 31, 2016, the Company has not incurred (i) any liability for

Taxes under Sections 857(b)(1), 857(b)(4), 857(b)(5), 857(b)(6)(A) (prohibited transactions), 857(b)(7) (redetermined rents,

redetermined deductions and excess interest), 857(f), 860(c) or 4981 of the Code or Treasury Regulations Sections 1.337(d)-5, 1.337(d)-6,

or 1.337(d)-7, or (ii) any liability for Taxes under Sections 857(b)(5) (for income test violations), 856(c)(7)(C) (for

asset test violations), or 856(g)(5)(C) (for violations of other qualification requirements applicable to REITs). None of the Acquired

Companies have incurred any material liability for Tax other than (A) in the ordinary course of business consistent with past practice

(including, for the avoidance of doubt, ad valorem and similar property Taxes), or (B) transfer or similar Taxes arising in connection

with sales of property. To the Knowledge of the Company, no event has occurred, and no condition or circumstances exists, that presents

a material risk that any material liability for Taxes described clause (i) of the first sentence of this paragraph or the preceding

sentence or any liability for Taxes described in clause (ii) of the first sentence of this paragraph will be imposed upon any Acquired

Company.

(j)            There

are no Tax Protection Agreements (as hereinafter defined) in force at the date of this Agreement, and, as of the date of this Agreement,

no person has raised in writing, or to the Knowledge of the Company threatened to raise, a material claim against any Acquired Company

for any breach of any Tax Protection Agreements. As used herein, “Tax Protection Agreements” means any written agreement

to which any Acquired Company is a party pursuant to which: (i) any liability to holders of interests in a Company Subsidiary Partnership

relating to Taxes may arise, whether or not as a result of the consummation of the transactions contemplated by this Agreement, or (ii) in

connection with the deferral of income Taxes of a holder of interests in a Company Subsidiary Partnership, an Acquired Company has agreed

to (A) maintain a minimum level of debt, continue a particular debt or provide rights to guarantee debt, (B) retain or not dispose

of assets, (C) make or refrain from making Tax elections, (D) use or refrain from using a particular method of taking into account

book-tax disparities under Section 704(c) of the Code with respect to one or more assets of such Person or any of its subsidiaries,

(E) use or refrain from using a particular method for allocating one or more liabilities of such Person or any of its subsidiaries

under Section 752 of the Code, or (F) only dispose of assets in a particular manner. As used herein, “Company Subsidiary

Partnership” means any Subsidiary of the Company that is a partnership for United States federal income tax purposes.

(k)           The

Company does not have any earnings and profits attributable to a non-REIT year of any predecessor or any other corporation that would

constitute “earnings and profits accumulated in any non-REIT year” (determined for purposes of Section 857(a)(2)(B) of

the Code).

(l)            None

of the assets of any of the Acquired Companies (other than those of any Acquired Company that is a taxable REIT subsidiary) are property

held as stock in trade, inventory, or primarily for sale to customers in the ordinary course of a trade or business.

(m)           There

are no Liens for Taxes upon any property or assets of the Acquired Companies except for Permitted Encumbrances.

(n)           The

Company does not directly or indirectly hold any asset the disposition of which would subject it to U.S. federal, state or local tax on

built-in gain pursuant to IRS Notice 88-19, Treasury Regulations Section 1.337(d)-7, or any other temporary or final regulations

issued under Section 337(d) of the Code, any elections made thereunder or any similar state or local law.

(o)           No

power of attorney with respect to any Tax matter is currently in force for any of the Acquired Companies.

(p)           The

total adjusted tax basis of the assets of the Company exceeds the aggregate liabilities of the Company.

(q)           In

the last two years, none of the Acquired Companies has been a “distributing corporation” or a “controlled corporation”

within the meaning of Section 355(a)(1)(A) of the Code in a distribution intended to qualify for tax-free treatment under Section 355

of the Code.

(r)            None

of the Acquired Companies is subject to any private letter ruling of the Internal Revenue Service or any comparable ruling of any other

Governmental Authority and has not executed or entered into any binding written agreement relating to Taxes with any Governmental Authority.

Section 4.14           Intellectual

Property.

(a)           Section 4.14(a) of

the Company Disclosure Letter sets forth a true and complete list of all issued, registered or applied-for Owned IP as of the date of

this Agreement (collectively, the “Registered IP”), including, for each item, the record owner, jurisdiction and issuance,

registration and application number, as applicable. Except as would not, individually or in the aggregate, reasonably be expected to

have a Company Material Adverse Effect, (i) the Registered IP is subsisting, and to the Knowledge of the Company, valid and enforceable;

(ii) an Acquired Company is the sole and exclusive record owner of each item of Registered IP (free and clear of all Liens except

for Permitted Encumbrances); (iii) no Acquired Company has taken any action or, to the Knowledge of the Company, failed to take

any action that would reasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment, or invalidation

of any Registered IP (including the failure to pay any filing, examination, issuance, post registration and maintenance fees, annuities

and the like), other than any such action or inaction that has been remedied or is subject to available grace periods; and (iv) no

Registered IP has been abandoned, cancelled or adjudicated invalid, or is subject to any outstanding order, writ, injunction, judgment,

stipulation or decree materially restricting use thereof by an Acquired Company.

(b)           Except

as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies

solely and exclusively own the Owned IP (free and clear of all Liens except for Permitted Encumbrances), and possess valid rights pursuant

to written Contracts or otherwise to use all other Intellectual Property that is used in or necessary for the conduct of the business

of the Acquired Companies as currently conducted (such other Intellectual Property, together with the Owned IP, collectively, the “Company

IP”). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect,

the Company IP shall be available for use by the Acquired Companies immediately after the Closing Date on terms and conditions substantially

similar to those under which the Acquired Companies owned or were permitted to use the Company IP immediately prior to the Closing Date.

as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the conduct of the business

of the Acquired Companies as currently conducted does not misappropriate, infringe, dilute or otherwise violate any Intellectual Property

of any third party, and has not done so since the Lookback Date. To the Knowledge of the Company, no Person is misappropriating, infringing,

diluting or otherwise violating any Owned IP in any manner that would be material to the Acquired Companies. Since the Lookback Date,

no Acquired Company has sent or received any written (or, to the Knowledge of the Company, other) claim or notice alleging misappropriation,

infringement, dilution or other violation of any Intellectual Property, except as would not, individually or in the aggregate, reasonably

be expected to have a Company Material Adverse Effect.

Section 4.15           Information

Privacy and Security.

(a)            Except

as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies

and, to the Knowledge of the Company, all third Persons that Process or have Processed Personal Information on their behalf, are and have

at all times been in compliance with all applicable Information Privacy and Security Requirements. None of the Acquired Companies has

received any notice, nor to the Knowledge of the Company are the Acquired Companies the subject of or have been subject to any audit or

investigation, in each case regarding the Processing of Personal Information or alleging a violation of any Information Privacy and Security

Requirements.

(b)           (i) The

Acquired Companies have adopted and at all times maintained technical, physical, administrative and organizational policies and procedures

with respect to privacy, data protection, security, confidentiality, integrity, availability and the Processing of Personal Information

and Company data in the course of the operations of the Acquired Companies and designed to prevent any unlawful, accidental or unauthorized

access thereto or use, disclosure, acquisition, exfiltration, theft, loss, alteration, modification, corruption, destruction, or unavailability

thereof, (ii) those policies and procedures are commercially reasonable and comply with applicable Information Privacy and Security

Requirements, and (iii) the Acquired Companies are in compliance in all material respects with such policies and procedures, except,

for the purposes of subclause (iii) above, in each case, as would not, individually or in the aggregate, reasonably be expected to

have a Company Material Adverse Effect.

as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of

the Company, no Acquired Company has experienced an incident, including any data security breach, of any IT Assets or in which any Personal

Information that is or was Processed by or on behalf of any Acquired Company that has resulted in any access, use, modification, deletion,

disclosure, acquisition, exfiltration, theft, loss, alteration, destruction, unavailability or corruption unlawfully or without authorization

(a “Security Incident”), nor to the Knowledge of the Company are there any facts or circumstances which could reasonably

suggest the likelihood of the foregoing. No Acquired Company has notified or been required by any Information Privacy and Security Requirement

to notify any Person (including any Governmental Authority) of a Security Incident.

Section 4.16           Insurance.

Section 4.16 of the Company Disclosure Letter sets forth a true and complete list of all material insurance policies and

all material fidelity bonds or other material insurance Contracts providing coverage for the Acquired Companies (the “Insurance

Policies”). Except as, individually or in the aggregate, would not have, and would not reasonably be expected to have, a Company

Material Adverse Effect (a) each Insurance Policy is in full force and effect, (b) all premiums due and payable under all Insurance

Policies have been paid, and (c) the Acquired Companies have otherwise complied in all material respects with the terms and conditions

of all Insurance Policies and all claims, events and occurrences that may be covered under any Insurance Policy have been noticed pursuant

to the conditions in such policy. From the Lookback Date, (i) no written notice of premature cancellation or termination has been

received by any Acquired Company with respect to any such policy which has not been replaced on substantially similar terms prior to

the date of such cancellation and (ii) no Acquired Company has had any material claim denied, except as, individually or in the

aggregate, would not have, and would not reasonably be expected to have, a Company Material Adverse Effect.

Section 4.17          Company

Benefit Plans.

(a)           Section 4.17(a) of

the Company Disclosure Letter sets forth an accurate and complete list of each material Company Benefit Plan (other than employment offer

letters or individual independent contractor or consultant agreements substantially similar to a form provided to Parent prior to the

date hereof that are terminable upon no more than thirty (30) days’ notice (or such other period provided by applicable Law) without

further liability, and that do not contain any transaction, retention or similar incentives, in each case, provided that such form

is set forth on Section 4.17(a) of the Company Disclosure Letter). To the extent applicable, the Acquired

Companies have either delivered or made available to Parent prior to the execution of this Agreement with respect to each Company Benefit

Plan scheduled on Section 4.17(a) of the Company Disclosure Letter true, correct and complete copies

of: (i) all plan documents and all amendments thereto, and all related trust or other funding documents, and in the case of unwritten

Company Benefit Plans, written descriptions thereof, (ii) the most recent determination letters, rulings, opinion letters, information

letters or advisory opinions issued by the IRS or the United States Department of Labor, (iii) the three most recently filed annual

return/report (Form 5500) and accompanying schedules and attachments thereto, (iv) the most recently prepared actuarial report

and financial statements, (v) the most recent prospectus or summary plan descriptions and any material modifications thereto, (vi) all

nondiscrimination and compliance testing reports for the three most recently completed plan years, (vii) IRS Forms 1094-C and sample

IRS Forms 1095-C for 2023, 2024 and 2025, and (viii) all material non-routine correspondence to and from any Governmental Authority

since the Lookback Date.

(b)           None

of the Acquired Companies or their respective ERISA Affiliates has, during the past six (6) years, maintained, sponsored, contributed

to, or participated in, has been required to contribute to or has or would reasonably expected to have any direct, indirect or contingent

liability with respect to, (i) any plan that is subject to Title IV or Section 302 of ERISA or Section 412 of the Code,

(ii) any “single employer” defined benefit plan within the meaning of Section 4001(a)(15) of ERISA for which any

Acquired Company or any of their respective ERISA Affiliates has incurred or could incur liability under Section 4063 or 4064 of

ERISA, (iii) a Multiemployer Plan, (iv) any “multiple employer welfare arrangement” as defined in Section 3(40)

of ERISA, or (v) any “multiple employer plan” subject to Section 413(c) of the Code, in the case of clauses

(iv) and (v), other than any Company Benefit Plan maintained or provided by a professional employer organization.

Company Benefit Plan provides for post-retirement health or welfare benefits, other than (i) health care continuation coverage required

by Section 4980B of the Code (“COBRA”) or other applicable Law and for which the covered participant pays the

full cost of coverage, (ii) coverage through the end of the calendar month in which a termination of employment occurs or (iii) pursuant

to an applicable Company Benefit Plan requiring the Company or any Subsidiary to pay or subsidize COBRA premiums for a terminated employee

following the employee’s termination.

(d)           Each

Company Benefit Plan has been established, administered and maintained in all material respects in accordance with its terms and in compliance

with the applicable provisions of ERISA, the Code and other applicable Laws. Each Company Benefit Plan is maintained in the United States

and is subject only to the Laws of the United States or a political subdivision thereof. Each Company Benefit Plan that is intended to

be qualified under Code Section 401(a) has received a determination from the IRS that such Company Benefit Plan is so qualified

(or if it is a prototype plan, it has a favorable opinion letter, or if it is a volume submitter plan, it has a favorable advisory letter),

and, to the Knowledge of the Company, nothing has occurred that has or would reasonably be expected to adversely affect the qualification

of such Company Benefit Plan. To the Knowledge of the Company, no audits, investigations, Actions, suits, or claims (other than routine

claims for benefits) are pending or threatened, anticipated or expected to be asserted with respect to any Company Benefit Plan.

(e)           Except

as provided in Section 3.3 herein or as set forth in Section 4.17(e)(i) of the

Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated

hereby will (in each case, either alone or in conjunction with any other event): (A) entitle any current or former employee, individual

independent contractor, Officer, trustee or director of the Acquired Companies to any severance pay, change in control, retention or similar

payment under any Company Benefit Plan or any other arrangement; (B) result in any increase in payment, or acceleration of the time

of payment or vesting of any compensation, equity-based award or benefit due to any current or former employee, individual independent

contractor, Officer, trustee or director of the Acquired Companies under any Company Benefit Plan or any other arrangement, (C) require

the funding of any Company Benefit Plan, or (D) restrict the right to amend or terminate any Company Benefit Plan. Except as set

forth in Section 4.17(e)(ii) of the Company Disclosure Letter, neither the execution and delivery of this

Agreement nor the consummation of the transactions contemplated hereby could (in each case, either alone or in conjunction with any other

event) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. As of

the date hereof, neither the Company, the Company Board nor any committee of the Company Board (including the Compensation Committee)

has (i) granted transaction bonuses to employees, individual independent contractors, trustees, or officers of the Acquired Companies

and/or (ii) adopted a gross-up plan providing for tax indemnification, “gross-up” or similar payments in connection with

Sections 280G and 4999 of the Code.

(f)            Except

as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, all required premiums

of any Acquired Company for, or contributions required to be made by any Acquired Company to, any Company Benefit Plans have been timely

made in accordance with the terms of the applicable Company Benefit Plan and applicable Law or, to the extent not yet due, accrued in

accordance with GAAP. No Acquired Company has incurred (whether or not assessed) any material penalty or Tax under Sections 4980B, 4980D,

4980H, 6721 or 6722 of the Code and, to the Knowledge of the Company, no circumstances exist or events have occurred that could result

in the imposition of any such material penalties or Taxes. There have been no non-exempt “prohibited transactions” within

the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA with respect to any Company Benefit Plan, except as, individually

or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

(g)           Except

as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, each Company Benefit

Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning of

Section 409A of the Code has been operated and maintained in all material respects with all applicable requirements of Sections 409A

of the Code and all applicable Department of Treasury guidance thereunder. The Acquired Companies have no obligation to gross-up or indemnify

any Person for any Tax incurred pursuant to Section 409A or 4999 of the Code.

Section 4.18           Labor

Matters.

(a)            Except

as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies

are, and have been since the Lookback Date, in compliance with all applicable Laws with respect to applicable employment and labor matters,

including those relating to labor relations (including the National Labor Relations Act), collective bargaining, wages (including, but

not limited to, minimum wage, meal and rest breaks and requirements of applicable wage orders), paid sick leave/time, vacation/paid time

off, hours of work, holiday pay, overtime, employee classification (including, but not limited to, exempt vs. non-exempt and the classification

of independent contractors), equal opportunity, discrimination, harassment, sexual harassment, retaliation, whistle-blowing, child labor,

pay equity, disability rights and benefits, employee privacy leaves of absence, work authorization/visas, immigration (including collection

of I-9 forms for all U.S. employees), employee safety and health (including the Occupational Safety and Health Act and any applicable

state or local Laws), background checks (including, but not limited to, the Fair Credit Reporting Act and any similar state and local

laws), workers’ compensation, unemployment insurance, plant closures, furloughs, and layoffs (including the Worker Adjustment and

Retraining Notification Act of 1988, and any comparable state or local Law relating to plant closings and layoffs).

(b)           None

of the Acquired Companies is party to any collective bargaining agreement, works council agreement or other labor union contract applicable

to employees of an Acquired Company. Since the Lookback Date, no labor union has made a written pending demand for recognition or certification

to the Acquired Companies, or has filed a petition or proceeding for recognition or certification with the National Labor Relations Board

or any other similar Governmental Authority that has been served on one of the Acquired Companies, and, since the Lookback Date, to the

Knowledge of the Company, there has been no organizational campaign, petition or other unionization activity seeking recognition of a

collective bargaining unit relating to any employees of any Acquired Company. Since the Lookback Date, there has not been any labor-related

strike or lockout, concerted work slowdown, concerted work stoppage, or picketing or, to the Knowledge of the Company, any threat thereof,

by any employees of the Acquired Companies with respect to their employment with the Acquired Companies.

Section 4.19           Related-Party

Transactions. Except as described in Company SEC Documents, no agreements, arrangements or understandings between any of the Acquired

Companies (or binding on any of their respective properties or assets), on the one hand, and any other Person, on the other hand (other

than those exclusively among the Acquired Companies), are in existence that are not, but are required to be, disclosed under Item 404

of Regulation S-K promulgated by the SEC (an “Affiliate Transaction”).

Section 4.20           Brokers.

Except for the fees and expenses payable to those Persons set forth on Section 4.20 of the Company Disclosure Letter, pursuant

to the terms of the engagement letter between the Company and such Person, true, correct and complete copies of which have been provided

to Parent prior to the date hereof), no broker, investment banker, financial advisor or other Person is entitled to any broker’s,

finder’s or other similar fee or commission in connection with the Merger and the other transactions contemplated by this Agreement

based upon arrangements made by or on behalf of the Company or any Company Subsidiary.

Section 4.21           Opinion

of Financial Advisor. The Company Board has received the oral opinion of BofA Securities, Inc., financial advisor to the Company,

which was confirmed in writing as of the date of this Agreement, to the effect that, as of the date of such opinion and based on and

subject to the assumptions, limitations, qualifications and conditions set forth in its written opinion, the Merger Consideration to

be paid by Parent to holders of Company Common Shares is fair, from a financial point of view, to the holders of Company Common Shares

(other than Parent and its Affiliates).

Section 4.22           Takeover

Statutes. Assuming the accuracy of the representations contained in Section 5.12, (a) the Company Board (or a committee

thereof) has taken all action necessary to render inapplicable to the Merger the restrictions on business combinations contained in Subtitle

6 of Title 3 of the MGCL and all other applicable similar or relevant statutes, (b) the restrictions on control share acquisitions

contained in Subtitle 7 of Title 3 of the MGCL are not applicable to the Merger, and (c) no other “business combination,”

“control share acquisition,” “fair price,” “moratorium” or other similar antitakeover statutes or

regulations enacted under state or federal Laws in the United States applicable to the Company (collectively, “Takeover Statutes”)

are applicable to the Merger and the other transactions contemplated by this Agreement. No dissenters’, appraisal or similar rights

are available to the holders of Company Common Shares or Company Series C Preferred Shares with respect to the Merger.

Section 4.23           Company

Information. The information supplied or to be supplied by the Company for inclusion in the proxy statement (including any letter

to shareholders, notice of meeting, or form of proxy) relating to the Shareholders Meeting (together with any amendments or supplements

thereto, the “Proxy Statement”) will not, at the time the Proxy Statement is first disseminated to the shareholders

of the Company, at the time of any amendment or supplement thereof or at the time of the Shareholders Meeting, contain 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 light

of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with

respect to statements made therein based on information supplied by Parent for inclusion or incorporation by reference therein. The Proxy

Statement, at the time first sent or given to the shareholders of the Company, at the time of the Shareholders Meeting and at the time

of any amendment or supplement thereof, will comply as to form in all material respects with the requirements of the Exchange Act.

Section 4.24           No

Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 4

or any document, agreement, certificate or other instrument contemplated hereby, none of the Company or any other Person on behalf of

a Company has made any representation or warranty, expressed or implied, with respect to the Acquired Companies, their respective businesses,

operations, assets, liabilities, condition (financial or otherwise), results of operations, future operating or financial results, estimates,

projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts,

plans or prospects) or the accuracy or completeness of any information regarding the Acquired Companies. In particular, without limiting

the foregoing disclaimer, none of the Company or any other Person on behalf of a Company makes or has made any representation or warranty

to any Parent Party or any of their respective Affiliates or Representatives with respect to any oral or written information presented

to the Parent Parties or any of their respective Affiliates or Representatives in the course of their due diligence of the Company, the

negotiation of this Agreement or in the course of the transactions contemplated by this Agreement, except for the representations and

warranties made by the Company in this Article 4 or any document, agreement, certificate or other instrument contemplated

hereby. Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and agrees that none of the Parent

Parties or any other Person on behalf of a Parent Party has made or is making any representations or warranties relating to the Parent

Parties whatsoever, express or implied, beyond those expressly given by the Parent Parties in Article 5 or any document,

agreement, certificate or other instrument contemplated hereby, including any implied representation or warranty as to the accuracy or

completeness of any information regarding any Parent Party furnished or made available to the Company or its Representatives.

Article 5

REPRESENTATIONS AND WARRANTIES OF THE PARENT PARTIES

The Parent Parties hereby

jointly and severally represent and warrant to the Company, as follows:

Section 5.1             Organization

and Qualification.

(a)            Each

of the Parent Parties is duly organized, validly existing and in good standing (to the extent applicable) under the Laws of the jurisdictions

of its formation or organization, as the case may be, and has the requisite limited liability company power and authority to own, lease

and, to the extent applicable, operate its properties and to carry on its business as it is now being conducted. Each of the Parent Parties

is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned,

leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be

so qualified, licensed or in good standing that, individually or in the aggregate, would not have, and would not reasonably be expected

to have, a Parent Material Adverse Effect. Parent was formed solely for the purpose of engaging in the transactions contemplated by this

Agreement and it has not conducted any business prior to the date hereof and, as of the date hereof, has no assets, liabilities, or obligations

of any nature other than those incident to its formation and in connection with the transactions contemplated by this Agreement.

(b)           Merger

Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and Merger Sub has not conducted

any activities other than in connection with its organization, the negotiation and execution of this Agreement and the consummation of

the transactions contemplated hereby and thereby, and prior to the Effective Time, Merger Sub will have no assets, liabilities or obligations

of any nature other than those incident to its formation and pursuant to this Agreement and the transactions contemplated by this Agreement.

Section 5.2            Authority.

(a)           Parent

has the requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder

and to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement

by Parent and the consummation by Parent of the transactions contemplated by this Agreement have been duly and validly authorized by all

necessary action on the part of Parent, and no other proceedings on the part of Parent are necessary to authorize this Agreement or the

Merger or to consummate the other transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered

on behalf of the Parent Parties, and assuming due authorization, execution and delivery by the Company, constitutes a legally valid and

binding obligation of the Parent Parties, enforceable against the Parent Parties on and in accordance with its terms, except as such enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights

generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(b)           Merger

Sub has the limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder

and to consummate the transactions contemplated by this Agreement, including the Merger. The execution and delivery of this Agreement

by Merger Sub and the consummation by Merger Sub of the transactions contemplated by this Agreement have been duly and validly authorized

by all necessary action on the part of Merger Sub, and no other proceedings on the part of Merger Sub are necessary to authorize this

Agreement or the Merger or to consummate the other transactions contemplated by this Agreement.

Section 5.3             No

Conflict; Required Filings and Consents. The execution and delivery of this Agreement by each of the Parent Parties do not, and the

performance of this Agreement and its obligations hereunder will not, (a) conflict with or violate any provision of the governing

documents of any Parent Party, or (b) conflict with or violate any Law applicable to any Parent Party. Except as may be required

by the Exchange Act, the MRL, the MLLCA or any applicable antitrust Laws, none of the Parent Parties is required to make any filing with

or to obtain any consent from any Person at or prior to the Effective Time in connection with the execution and delivery of this Agreement

by the Parent Parties or the consummation by the Parent Parties of the Merger, except where the failure to make any such filing or obtain

any such consent would not have a Parent Material Adverse Effect. No vote of Parent’s equity holders is necessary to approve the

Merger or to approve any of the other transactions contemplated by this Agreement.

Section 5.4             Sufficiency

of Funds

(a)            Parent

has received and accepted, and has delivered to the Company true, correct and complete fully executed copies of (i) the Equity Commitment

Letters, pursuant to which the Guarantors or one or more of their respective Affiliates have committed to invest, subject to the terms

and conditions therein, cash in the respective amounts set forth therein (being collectively referred to as the “Equity Financing”),

and (ii) the Debt Commitment Letters pursuant to which the Debt Financing Sources have committed to provide, on the terms and subject

only to the conditions expressly stated therein, debt financing to Parent or its Affiliates in the amounts set forth therein (the debt

financing committed pursuant to the Debt Commitment Letters being collectively referred to as the “Debt Financing”

and, together with the Equity Financing, the “Financing”). As of the date hereof, none of the Financing Commitment

Letters has been withdrawn, terminated, repudiated, rescinded, supplemented, amended or modified and no terms thereunder have been waived,

in each case, except as permitted by Section 7.12(c) and no such withdrawal, termination, repudiation, rescission, supplement,

amendment, modification or waiver is contemplated.

(b)           Parent

or Merger Sub has fully paid any and all commitment fees or other fees due as of or prior to the date hereof in connection with the Financing

Commitment Letters. The net proceeds contemplated by the Financing Commitment Letters (both before and after giving effect to any “flex”

provisions contained in the Debt Commitment Letters) in the aggregate will be sufficient for the Parent Parties and the Surviving Entity

to pay all amounts required to be paid by them on the Closing Date in connection with the Merger and Financing Commitment Letters (including

payment of the Merger Consideration, payment of the Series C Preferred Consideration, repayment or refinancing of debt of any Acquired

Company contemplated by this Agreement or the Debt Commitment Letters, payment of all amounts contemplated by Section 3.3,

in each case, on the Closing Date, and payment of all other fees and Expenses and obligations required to be paid or satisfied by Parent

or Merger Sub on the Closing Date in connection with the Merger and the Financing) (the “Required Amount”).

of the date of this Agreement, the Financing Commitment Letters are each in full force and effect and each Financing Commitment Letter

is (i) a legal, valid and binding obligation of Parent, Merger Sub and (to the Knowledge of Parent) each of the other parties thereto,

and (ii) enforceable in accordance with its respective terms against Parent, Merger Sub and (to the Knowledge of Parent) each of

the other parties thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium

or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability

is considered in a proceeding in equity or at law). As of the date of this Agreement, assuming the conditions in Article 8

are satisfied as of the Closing, Parent has no reason to believe (and is not aware of any fact, occurrence or condition) that (x) any

of the conditions to the funding of the full amount of the Financing will not be satisfied on a timely basis on or prior to the Closing

Date, (y) that any Debt Financing Source or Guarantor intends not to fund its respective portion of the Financing or the Guarantee

or (z) that the full amount of the Financing will not be available to Parent or Merger Sub on the Closing Date. The Financing Commitment

Letters contain all of the conditions precedent and other conditions and contingencies to the obligations of the parties thereunder to

make the full amount of the Financing available to Parent or its Affiliates on the terms therein. Other than any agreements or arrangements

solely between the Guarantors, there are no side letters or other agreements, arrangements or understandings (written or oral) to which

Parent or any of its Affiliates is a party related (directly or indirectly) to the Financing or the Guarantee, other than as expressly

set forth in the Financing Commitment Letters.

(d)           The

obligations of the Parent Parties under this Agreement are not subject to any conditions regarding Guarantors’, Parent’s,

Merger Sub’s, their respective Affiliates’ or any other Person’s (including, for the avoidance of doubt, the Acquired

Companies’) ability to obtain the Financing.

Section 5.5             Solvency.

Assuming (a) satisfaction or waiver of the conditions to Parent’s obligation to consummate the Merger, and after giving effect

to the Merger, including the Financing and the payment of the Merger Consideration, (b) any repayment or refinancing of debt contemplated

in this Agreement or the Financing Commitment Letters, (c) the accuracy of the representations and warranties of the Company set

forth in Article 4 hereof, (d) payment of all amounts required to be paid in connection with the consummation of the

Merger and the Financing, and (e) payment of all related fees and Expenses, and the payment of all amounts contemplated by Section 3.3,

each of Parent and the Surviving Entity will be Solvent as of the Effective Time and immediately after the consummation of the Merger.

For purposes of this Agreement, the term “Solvent” when used with respect to any Person, means that, as of any date

of determination (i) the amount of the “fair saleable value” of the assets of such Person will, as of such date, exceed

(A) the value of all “liabilities of such Person, including contingent and other liabilities,” as of such date, as such

quoted terms are generally determined in accordance with applicable Laws governing determinations of the insolvency of debtors, and (B) the

amount that will be required to pay the probable liabilities of such Person on its existing debts (including contingent and other liabilities)

as such debts become absolute and mature, (ii) such Person will not have, as of such date, an unreasonably small amount of capital

for the operation of the businesses in which it is engaged or proposed to be engaged following such date, and (iii) such Person

will be able to pay its liabilities, including contingent and other liabilities, as they mature. For purposes of this definition, “not

have an unreasonably small amount of capital for the operation of the businesses in which it is engaged or proposed to be engaged”

and “able to pay its liabilities, including contingent and other liabilities, as they mature” means that such Person will

be able to generate enough cash from operations, asset dispositions or refinancing, or a combination thereof, to meet its obligations

as they become due.

Section 5.6             Guarantees.

Parent has furnished the Company with a duly executed, accurate and complete copy of each Guarantee. Each Guarantee is in full force

and effect as of the date hereof. Each Guarantee is (a) a legal, valid and binding obligation of the applicable Guarantor, subject

to such Guarantor’s obligations set forth therein and (b) enforceable in accordance with its respective terms against such

Guarantor, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar

Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered

in a proceeding in equity or at law). As of the date of this Agreement, there is no breach or default under any Guarantee by the applicable

Guarantor, and no event has occurred that would constitute a breach or default (or with notice or lapse of time or both would constitute

a breach or default) thereunder by the applicable Guarantor. As of the date of this Agreement, assuming the conditions in Section 8.1

and Section 8.3 are satisfied as of the Closing, Parent does not have any reason to believe that any of the conditions to

providing any Guarantee will not be satisfied on a timely basis on or prior to the Closing Date or that the full amount of each Guarantee

will not be available to Parent on the Closing Date. As of the date of this Agreement, neither Parent nor Merger Sub is aware of any

fact, event or other occurrence that makes any of the representations or warranties of Parent or Merger Sub in any Guarantee misleading

or inaccurate in any material respect. Each Guarantee contains all of the conditions precedent and other conditions and contingencies

to the obligations of the parties thereunder to make the full amount of such Guarantee available to Parent on the terms therein. There

are no side letters or other agreements, arrangements or understandings (written or oral) to which Parent or any of its Affiliates is

a party related (directly or indirectly) to terms that could adversely affect the conditionality, amount, timing, availability or termination

of any Guarantee other than as expressly set forth in the Guarantees.

Section 5.7             Absence

of Certain Agreements. As of the date hereof, none of the Parent Parties nor any of their respective Affiliates has entered into

any agreement, arrangement or understanding (in each case, whether oral or written), or authorized, committed or agreed to enter into

any agreement, arrangement or understanding (in each case, whether oral or written), (a) with any bank or investment bank or other

potential provider of debt or equity financing on an exclusive basis in connection with any transaction involving the Company (or otherwise

on terms that would prohibit such provider from providing or seeking to provide such financing to any third party in connection with

a transaction relating to the Company or any of the Company Subsidiaries), except for such actions which the Company has previously agreed

in writing and, in the case of debt financing providers, customary “tree” arrangements, (b) pursuant to which any shareholder

of the Company would be entitled to receive, in respect of Company Common Shares, consideration of a different amount or nature than

the Merger Consideration or pursuant to which any shareholder of the Company has agreed to vote to approve the Merger or has agreed to

vote against any Superior Proposal, or (c) pursuant to which any shareholder of any Acquired Company has agreed to make an investment

in, or contribution to, any of the Parent Parties in connection with the transactions contemplated by this Agreement, in each case that

would not terminate and be void concurrently with any termination of this Agreement. As of the date hereof, there are no agreements,

arrangements or understandings (in each case, whether oral or written) between the Parent Parties, the Guarantors or any of their respective

Affiliates, on the one hand, and any member of the Company’s management or the Company Board, on the other hand, that relate in

any way to, or are in connection with, the transactions contemplated by this Agreement.

Section 5.8             Litigation.

There is no material Action or investigation against any of the Parent Parties pending or, to the knowledge of the Parent Parties, threatened

before any Governmental Authority, and, to the knowledge of the Parent Parties, there is no basis for any such action, suit, proceeding

or investigation that is expected to have a Parent Material Adverse Effect. None of the Parent Parties has been permanently or temporarily

enjoined by any Order, judgment or decree of any Governmental Authority from engaging in or continuing to conduct the business of such

Parent Party that is expected by Parent to have a Parent Material Adverse Effect.

Section 5.9             No

Vote of Parent Equityholders. Except for the approval of the Merger and the other transactions contemplated by the Agreement by Parent

as the sole direct or indirect equityholder of Merger Sub, no vote of the equityholders of Parent or Merger Sub, or the holders of any

other securities of any of them (equity or otherwise), is required by any applicable Law, the organizational documents of Parent or Merger

Sub or the applicable rules of any exchange on which securities of Parent are traded in order for Parent to consummate the Merger

and other transactions contemplated by this Agreement that has not been obtained prior to the date of this Agreement.

Section 5.10           Compliance.

Each of the Parent Parties is in, and since the Lookback Date has been in, compliance with all Laws applicable to its businesses and

operations, except where the failure to comply with such Laws has not had and would not reasonably be expected to have a Parent Material

Adverse Effect. None of the Parent Parties, and none of their operations or businesses, has, since the Lookback Date: (a) received

any written notice from any Governmental Authority regarding any material violation by the Parent Parties of any Law; or (b) provided

any written notice to any Governmental Authority regarding any material violation by any of the Parent Parties of any Law, which notice

in either case remains outstanding or unresolved as of the date hereof, except for such notices that would not reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 5.11           Brokers.

No broker, investment banker, financial advisor or other Person that has been retained by or is authorized to act on behalf of the Parent

Parties is entitled to any broker’s, finder’s or other similar fee or commission payable by the Company or any of its Affiliates

or any of their respective shareholders in connection with the Merger and the other transactions contemplated by this Agreement.

Section 5.12           Takeover

Statutes. None of the Parent Parties or any of their respective Affiliates or Associates, within the past two (2) years, has

beneficially owned (as defined in Rule 13d-3 under the Exchange Act) any Company Capital Shares or any securities that are convertible

into or exchangeable or exercisable for Company Capital Shares, or holds any rights to acquire or vote any Company Capital Shares other

than pursuant to this Agreement. For purposes of this Section 5.12, the terms “Affiliate”, “Associate”

and “beneficially owned” shall have the meanings given to such terms in Title 3, Subtitle 6 of the MGCL.

Section 5.13           Information

Supplied. None of the information supplied or to be supplied in writing on or behalf of the Parent Parties or any of their respective

Subsidiaries for inclusion or incorporation by reference in the Proxy Statement (including any letter to shareholders, notice of meeting,

or form of proxy) will, at the time it is first mailed to the Company’s shareholders, and at the time of the Shareholders Meeting,

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation

or warranty is made by Parent with respect to information supplied to Parent by the Company or its Representatives.

Section 5.14           No

Other Representations and Warranties. Except for the representations or warranties expressly set forth in this Article 5

or any document, agreement, certificate or other instrument contemplated hereby, none of the Parent Parties or any other Person on behalf

of a Parent Party has made any representation or warranty, expressed or implied, with respect to the Parent Parties or any of their respective

Subsidiaries, their respective businesses, operations, assets, liabilities, condition (financial or otherwise), results of operations,

future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions

underlying such estimates, projections, forecasts, plans or prospects) or the accuracy or completeness of any information regarding the

Parent Parties or any of their respective Subsidiaries. In particular, without limiting the foregoing disclaimer, none of the Parent

Parties or any other Person on behalf of a Parent Party makes or has made any representation or warranty to the Company or any of its

Affiliates or Representatives with respect to, except for the representations and warranties made by the Parent Parties in this Article 5

or any document, agreement, certificate or other instrument contemplated hereby, any oral or written information presented to the Company

or any of its Affiliates or Representatives in the course of their due diligence of the Parent Parties, the negotiation of this Agreement

or in the course of the transactions contemplated by this Agreement. Notwithstanding anything contained in this Agreement to the contrary,

the Parent Parties acknowledge and agree that none of the Company or any other Person on behalf of the Company have made or is making

any representations or warranties relating to the Acquired Companies whatsoever, express or implied, beyond those expressly given by

the Company in Article 4 or any document, agreement, certificate or other instrument contemplated hereby, including any implied

representation or warranty as to the accuracy or completeness of any information regarding any Acquired Company furnished or made available

to the Parent Parties or any of their respective Representatives.

Article 6

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER

Section 6.1             Conduct

of Business by the Company.

(a)           The

Company covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if

any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (i) to

the extent required by Law, (ii) as expressly consented to in advance in writing by Parent (which consent shall not be unreasonably

withheld, delayed or conditioned), (iii) as is expressly contemplated, expressly required or expressly permitted by this Agreement,

or (iv) as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company shall, and shall cause each

Subsidiary of the Company to (A) conduct its business in all material respects in the ordinary course, (B) use its commercially

reasonable efforts to (1) maintain its material assets and properties in their current condition (normal wear and tear and damage

caused by casualty or by any reason outside of Company or any Company Subsidiary’s control excepted), (2) preserve intact its

current business organization, goodwill, ongoing businesses and significant relationships with tenants and other third parties having

a material business relationship with the Company, and (3) operate the Company in a manner that maintains the status of the Company

as a REIT (it being agreed that no action taken or omitted to be taken by the Company, its Subsidiaries, or any of their respective Affiliates

or Representatives, in order to comply, or in compliance, with this Section 6.1(a) shall constitute a breach of Section 6.1(b)).

(b)           Without

limiting the foregoing, the Company covenants and agrees that, during the Interim Period, except (w) to the extent required by Law,

(x) as is expressly consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned,

and it being understood that with respect to items requiring consent regarding the Material Company Leases if, within three (3) Business

Days after Company provides written notice requesting Parent’s consent pursuant to this Section 6.1(b), Parent has not

either affirmatively provided or withheld consent or reasonably requested additional information from the Company with respect to such

request, then the Company may provide a second notice requesting such consent, which notice shall specifically state that it is a second

notice under this Section 6.1(b), and to the extent no response is received from Parent within two (2) Business Days

after Company delivers such second notice, Parent’s consent shall be deemed given), (y) as is expressly contemplated, expressly

required or expressly permitted by this Agreement, any Material Company Lease, any other Contract, the Company’s budget for fiscal

year 2026 (the “Company Budget”) or the budget for each Subsidiary of the Company for fiscal year 2026 (each, a “Property

Budget” and, collectively, the “Property Budgets”), or (z) as set forth in Section 6.1(b) of

the Company Disclosure Letter, the Company shall not, and shall not cause or permit any other Subsidiary of the Company to, do any of

the following:

(i)              amend

or propose to amend the Company Governing Documents, whether by merger, consolidation or otherwise;

(ii)             adjust,

split, combine, reclassify or subdivide any shares of beneficial interest or other equity securities or ownership interests of any Acquired

Company (other than any Wholly Owned Company Subsidiary);

(iii)            declare,

set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, shares of beneficial

interest, property or otherwise) with respect to Company Capital Shares or other equity securities or ownership interests in any Acquired

Company or otherwise make any payment to its or their shareholders or other equity holders in their capacity as such, except for (A) the

declaration and payment of dividends or other distributions to the Company by any Wholly Owned Company Subsidiary, and (B) distributions

resulting from the vesting or settlement of Company Restricted Share Awards, including in connection with any dividend equivalents or

distributions associated with such Company Restricted Share Awards, as applicable; (C) dividends, distributions or other payments

by any joint venture Subsidiary of the Company to the extent expressly required in accordance with the terms of the applicable Joint Venture

Agreements as in effect on the date of this Agreement, and (D) the declaration and payment of dividends or other distributions on

or with respect to any Company Series C Preferred Shares in accordance with the terms thereof as in effect on the date of this Agreement;

provided that, notwithstanding the restriction on dividends and other distributions in this Section 6.1(b), the Company

and any Subsidiary of the Company shall be permitted to make distributions as set forth in Section 7.17;

(iv)            purchase,

redeem, repurchase or otherwise acquire, directly or indirectly, any Company Capital Shares or other equity interests of a Subsidiary

of the Company, other than in connection with (A) the forfeiture of unvested Company Restricted Share Awards and (B) as otherwise

expressly permitted by Article NINTH of the Company Declaration;

(v)             issue,

sell, pledge, dispose, encumber or grant any Company Capital Shares, any equity interests in the Subsidiaries of the Company or any options,

warrants, convertible securities or other rights of any kind to acquire any Company Capital Shares or any equity interests in the Subsidiaries

of the Company, except (A) for transactions among the Company and one or more Wholly Owned Company Subsidiaries or among one or more

Wholly Owned Company Subsidiaries, (B) with respect to any joint venture Subsidiaries of the Company, to the extent expressly required

in accordance with the terms of the applicable Joint Venture Agreements as in effect on the date of this Agreement, (C) as required

for the conversion of the Company Series C Preferred Shares in accordance with their terms as in effect on the date hereof, or (D) as

otherwise expressly permitted by this Section 6.1(b);

(vi)            acquire

or agree to acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any material interests in any Person,

or any real property, material assets, material property (other than real property) or any business, except (A) acquisitions by the

Company or any Wholly Owned Company Subsidiary of or from an existing Wholly Owned Company Subsidiary, (B) acquisitions described

in Section 6.1(b)(vi) of the Company Disclosure Letter, and (C) other acquisitions of assets (other than real property)

in the ordinary course of business for a purchase price of less than $500,000 in the aggregate;

(vii)          sell,

mortgage, pledge, assign, transfer, dispose of or permit any Lien on, or otherwise encumber, or effect a deed in lieu of foreclosure with

respect to, any material Company Property or material assets except (A) entering into purchase and sale agreements with respect to,

or selling, transferring or otherwise disposing of, the assets as described in Section 6.1(b)(vii) of the Company Disclosure

Letter; provided that any such sale, transfer or disposal shall be at a price not less than ninety-five percent (95%) of the applicable

minimum price set forth in Section 6.1(b)(vii) of the Company Disclosure Letter and otherwise on customary arm’s

length terms, (B) as expressly permitted by Section 6.1(b)(viii), (C) pursuant to and required by existing Contracts,

Material Company Leases or Permitted Encumbrances, (D) in the ordinary course of business, or (E) for transfers by the Company

or any Wholly Owned Company Subsidiary to or from the Company or any Wholly Owned Company Subsidiary; provided that any sale, mortgage,

pledge, lease, assignment, transfer, disposition or deed in connection with (x) the satisfaction of any margin call or (y) the

posting of collateral in connection with any existing Contract to which the Company or any Subsidiary of the Company is a party shall

be considered to be done in the ordinary course of business;

(viii)          incur,

create, issue, assume, guarantee, refinance, replace, terminate, agree to any waiver or forbearance or prepay any Indebtedness for borrowed

money or issue or materially amend the terms of any Indebtedness of the Acquired Companies, or assume, guarantee or endorse, or otherwise

become responsible (whether directly, contingently or otherwise) for the Indebtedness of any other Person (other than a Wholly Owned Company

Subsidiary), except (A) Indebtedness incurred under the Company’s existing Debt Facilities in the ordinary course of business

that does not exceed $50,000,000 in the aggregate (including to the extent necessary to pay dividends expressly permitted by Section 6.1(b)(iii) and

to fund obligations under existing Contracts or Material Company Leases, or Contracts or Material Company Leases entered into after the

date hereof in compliance with this Section 6.1(b)), (B) funding any transactions expressly permitted by this Section 6.1(b) (including

as set forth in Section 6.1(b) of the Company Disclosure Letter), (C) such Indebtedness as set forth on Section 6.1(b)(viii) of

the Company Disclosure Letter, and (D) funding the prepayment, redemption, or other retirement of the Trust Preferred Securities

or the Senior Notes, in each case to the extent requested by Parent pursuant to Section 7.16; provided that none of

the Indebtedness described in clauses (A), (B), (C) or (D) shall be secured by Company Property (if not already so secured);

(ix)            make

any loans, advances or capital contributions to, or investments in, any other Person (including to any of its trustees, Officers, directors,

Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons,

or enter into any “keep well” or other similar arrangement to maintain any financial statement condition of another Person,

other than by the Company or a Wholly Owned Company Subsidiary (A) to the Company or a Wholly Owned Company Subsidiary, (B) to

any joint venture Subsidiary of the Company to the extent expressly required in accordance with the terms of the applicable Joint Venture

Agreements as in effect on the date of this Agreement, or (C) in accordance with existing obligations for advancement of expenses

under existing indemnification obligations in any Contract as of the date hereof;

(x)             enter

into, renew, materially or adversely modify, exercise any purchase, sale option or similar option, amend, extend or terminate, cancel,

or waive, release, compromise or assign any rights or claims under, any Material Contract (or any Contract that, if existing as of the

date hereof, would be a Material Contract), other than (A) (1) any termination or renewal in accordance with the terms of any

existing Material Contract that occurs automatically without any action (other than notice) by any Acquired Company, (2) as may be

reasonably necessary to comply with the terms of this Agreement, or (3) any renewal of a Material Contract in the ordinary course

of business, or (B) except as described in Section 6.1(b)(x) of the Company Disclosure Letter, any lease, license

or occupancy agreement relating to a Company Property;

(xi)            waive,

release, assign, settle or compromise any pending or threatened Action, other than Actions, waivers, releases, assignments, settlements

or compromises that (A) with respect to the payment of monetary damages, involve only the payment of monetary damages (excluding

any portion of such payment payable under an existing property-level insurance policy) that do not exceed $500,000 individually or $1,000,000

in the aggregate and does not involve the imposition of material injunctive relief against any Acquired Company (which for the avoidance

of doubt includes any limitations on the operations of any Acquired Company or Affiliate thereof beyond the obligation to comply with

applicable Law) or provide for any admission of liability by any of the Acquired Companies, (B) relate to any Action involving any

present, former or purported holder or group of holders of Company Common Shares that complies with Section 7.7(b), (C) are

set forth on Section 6.1(b)(xi) of the Company Disclosure Letter, or (D) real property tax appeals and settlements

in the ordinary course of business;

(xii)           except

as required by applicable Law, the terms of this Agreement, or the terms of a Company Benefit Plan in existence as of the date hereof:

(A) grant or increase, or announce any grant or increase, of any salaries, wages, benefits, bonuses, severance or termination pay

for any employee or individual independent contractor whose annualized base compensation exceeds $300,000, (B) establish, adopt or

amend any Company Benefit Plan, (C) increase or announce an increase of compensation or employee benefits payable or provided to

any (I) trustee of the Company or (II) employee or individual independent contractor of the Company whose annualized base compensation

exceeds $300,000 prior to such increase, (D) grant or increase, or announce a grant or increase of, any incentive, change in control,

sale, or transaction bonuses, or any other similar incentive compensation for any employee or individual independent contractor, except,

for employees whose annualized base salary does not exceed $300,000, in the ordinary course of business consistent with past practice

in amounts that are reasonable compared to their total annual compensation opportunities, or (E) hire (except on an at-will basis)

or terminate (except where due to cause, death or disability) the employment or engagement of any employee or individual independent contractor

of the Company whose annualized base compensation exceeds $300,000;

(xiii)          make

any material change to its methods of accounting, except as required by GAAP or in applicable Law, or make any change with respect to

accounting policies, principles or practices, in each case, except for such changes that are required by GAAP, the SEC or applicable Law;

(xiv)          enter

into any new line of business;

(xv)           make,

change or rescind any material election relating to Taxes; change (or request to change) any aspect of its material method of Tax accounting

or change an annual accounting period; file or amend any federal or state annual income or other material Tax Return; settle or compromise

any material federal, state, local or foreign Tax liability, audit, claim or assessment; enter into any Tax sharing, closing or other

similar binding written agreement related to Taxes; obtain or request any Tax ruling; enter into or apply for any voluntary disclosure

agreement regarding Taxes with any Governmental Authority surrender any right to claim any material Tax refund or give or request any

waiver of a statute of limitation with respect to any income or other material Tax except, in each case, (A) in the ordinary course

of business consistent with past practice, (B) to the extent required by Law or (C) to the extent necessary (1) to preserve

the Company’s qualification as a REIT under the Code, or (2) to qualify or preserve the status of any Subsidiary of the Company

as a disregarded entity or partnership for U.S. federal income tax purposes, a “qualified REIT subsidiary” within the meaning

of Section 856(i)(2) of the Code, a “taxable REIT subsidiary” within the meaning of Section 856(l) of

the Code, or a REIT under the applicable provisions of Section 856 of the Code, as the case may be; provided, however,

that in the case of clause (C), the Company shall promptly notify Parent of its intent to take such action no later than five (5) Business

Days prior to taking such action and shall reasonably cooperate with Parent to mitigate any adverse effect on Parent or its stockholders

of the taking of such action which is made known to the Company in writing by Parent or its advisors;

(xvi)          take

any action that would, or fail to take any action, the failure of which to be taken would, reasonably be expected to cause the Company

to fail to qualify as a REIT;

(xvii)         make

or commit to make any capital expenditures, other than (A) as set forth in the Company Budget or the Property Budgets, including

any increases of up to five percent (5%) in any individual line item thereof and any reallocation of amounts among line items within such

budgets, so long as the aggregate amount of capital expenditures contemplated by the Company Budget and the Property Budgets, taken together,

is not increased by more than five percent (5%), (B) as set forth on Section 6.1(b)(xvii) of the Company Disclosure

Letter or (C) in the ordinary course of business, to address obligations under Permitted Encumbrances, existing Contracts or Material

Company Leases, or Contracts or Material Company Leases entered into after the date hereof in compliance with this Section 6.1(b),

or for emergency repairs;

(xviii)        adopt

a plan of merger, complete or partial liquidation, consolidation, dissolution, restructuring, recapitalization, or other reorganization

or resolutions providing for or authorizing such merger, liquidation, or a dissolution, consolidation, recapitalization or bankruptcy

reorganization, except in connection with any transaction expressly permitted by Section 6.1(b)(vi) or Section 6.1(b)(vii) in

a manner that would not reasonably be expected to be materially adverse to the Company, taken as a whole, or to prevent or impair the

ability of the Company to consummate the Merger;

(xix)          enter

into any collective bargaining agreement;

(xx)            commence,

or permit to commence, any new offering period under the ESPP, or permit any employee to increase such employee’s rate of contribution

under the ESPP;

(xxi)           change

its fiscal year;

(xxii)         sell,

assign or transfer all or any portion of the Owned IP; grant any licenses of Owned IP except for non-exclusive licenses granted in the

ordinary course of business; abandon or cease to prosecute or maintain any of the Owned IP that is material to the conduct of the business

of the Acquired Companies; or disclose any Trade Secret to any Person, other than pursuant to a confidentiality Contract with respect

thereto or other legally-binding confidentiality obligations;

(xxiii)         fail

to use commercially reasonable efforts to maintain the Insurance Policies or renew or extend any expiring Insurance Policies on substantially

similar terms (and where possible on a month-to-month basis, paid ratably without prepayments, but in any event not for a term that exceeds

twelve (12) months from the date of renewal);

(xxiv)        report

or otherwise disclose any sales of properties from 2024 or 2025 as prohibited transactions within the meaning of Section 857(b)(6)(B)(iii) of

the Code on the Tax Returns of the Company or its subsidiaries; or

(xxv)         authorize

or enter into any Contract to do any of the foregoing.

anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from taking any action, or

refraining from taking any action, at any time or from time to time, if in the reasonable judgment of the Company Board (or a committee

thereof), upon written advice of counsel to the Company, prior notice to Parent, and (to the extent practicable) after consulting with

Parent, such action or inaction is reasonably necessary (i) for the Company (a) to maintain its qualification as a REIT under

the Code for any period or portion thereof ending on or prior to the Effective Time, including making dividend or other distribution payments

to shareholders of the Company in accordance with Section 7.17 or as expressly permitted by Section 6.1(b)(iii),

or (b) avoid or to continue to avoid incurring entity level income or excise Taxes under the Code, or (ii) to establish or maintain

any exemption from or otherwise avoid the imposition of any requirement that any of the Acquired Companies be registered as an investment

company under the Investment Company Act, including in the case of clause (i) only, making dividend or any other actual, constructive

or deemed distribution payments to shareholders of the Company in accordance with this Agreement or otherwise as expressly permitted pursuant

to Section 6.1(b)(iii).

Section 6.2             No

Control of Other Parties’ Business. Notwithstanding the foregoing, nothing contained in this Agreement shall give the Parent

Parties, directly or indirectly, the right to control or direct any of the Acquired Companies’ operations prior to the Effective

Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control

and supervision over its and its Subsidiaries’ respective operations.

Article 7

ADDITIONAL COVENANTS

Section 7.1             Preparation

of the Proxy Statement; Shareholder Approval.

(a)           As

promptly as reasonably practicable following the date of this Agreement but in no event later than five (5) Business Days following

the later of (i) the No-Shop Period Start Date and (ii) in the event there is an Excluded Party, the Cut-Off Time in respect

of the last Excluded Party (in each case, unless any filing is delayed due to a temporary closure of any Governmental Authority), the

Company shall prepare and cause to be filed with the SEC the Proxy Statement in preliminary form, as required by the Exchange Act, with

respect to the Shareholders Meeting. The Company shall promptly notify the Parent Parties upon the receipt of any comments, written or

oral, from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement, and shall, as promptly as practicable

after receipt thereof, provide the Parent Parties with copies of (i) all correspondence between it or its Representatives, as applicable,

on the one hand, and the SEC, on the other hand, and (ii) all written comments with respect to the Proxy Statement received from

the SEC. The Company shall use its commercially reasonable efforts to respond as promptly as practicable to any comments from the SEC

with respect to the Proxy Statement. At the time the Proxy Statement is first disseminated to the Company’s shareholders, at the

time of the amendment or supplement thereof and at the time of the Shareholders Meeting, the Company shall use its commercially reasonable

efforts so that the Proxy Statement will comply as to form and substance in all material respects with the provisions of the Exchange

Act (other than with respect to any disclosures contained in the Proxy Statement provided by Parent). Notwithstanding the foregoing, prior

to filing the Proxy Statement (or any amendment or supplement thereto) with the SEC or responding to any comments of the SEC with respect

thereto, each of the Parent Parties shall cooperate with the Company in connection with the preparation and filing of the Proxy Statement,

including promptly furnishing to the Company in writing upon request any and all information relating to the Parent Parties and their

respective Affiliates as may be required, or otherwise reasonably requested by the Company, to be set forth in the Proxy Statement under

applicable Law, including providing to its and the Company’s counsel such representations as reasonably necessary to render the

opinions required to be filed therewith. The Proxy Statement shall include all information reasonably requested by such other Party to

be included therein. The Proxy Statement shall contain the Board Recommendation, except to the extent that the Company Board (or any committee

thereof) shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 7.3.

The Company shall use its commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after

the filing thereof.

(b)           If,

at any time prior to the receipt of the Shareholder Approval, any information relating to the Company or Parent, as the case may be, or

any of their respective Subsidiaries or Affiliates, should be discovered by the Company or Parent which, in the reasonable judgment of

the Company or Parent, should be set forth in an amendment of, or a supplement to, the Proxy Statement, so that any of such documents

would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in

light of the circumstances under which they were made, not misleading, the Party that discovers such information shall promptly notify

the other Parties, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement

to, the Proxy Statement and, to the extent required by Law, in disseminating the information contained in such amendment or supplement

to shareholders of the Company and Parent. Nothing in this Section 7.1(b) shall limit the obligations of any Party under

Section 7.1(a). For purposes of Section 4.23, Section 5.13 and this Section 7.1, any information

concerning or related to the Company, its Affiliates or the Shareholders Meeting will be deemed to have been provided by the Company and

any information concerning or related to Parent or its Affiliates will be deemed to have been provided by Parent. Prior to filing the

Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall

provide Parent and its counsel a reasonable opportunity to review and to propose comments on such document or response and shall give

due consideration to all reasonable additions, deletions or changes suggested thereto by the Parent Parties and their counsel. Notwithstanding

the foregoing, the Company assumes no responsibility hereunder with respect to information supplied in writing by or on behalf of Parent

or Merger Sub for inclusion or incorporation by reference in the Proxy Statement.

promptly as practicable after the date of this Agreement, the Company shall commence a broker search pursuant to Section 14a-13 of

the Exchange Act. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company shall,

in accordance with applicable Law and the Company Governing Documents and after consultation with Parent, establish a record date for,

duly call, give notice of, convene and hold the Shareholders Meeting; provided that the record date for the Shareholders Meeting

shall not be more than ninety (90) days prior to the date of the Shareholders Meeting. The Company shall use its commercially reasonable

efforts to cause the definitive Proxy Statement to be mailed to the Company’s shareholders entitled to vote at and to receive notice

of the Shareholders Meeting as promptly as reasonably practicable and in any event within five (5) Business Days, following the earlier

of (i) the tenth (10th) day after the preliminary Proxy Statement has been filed with the SEC if by such date the SEC

has not informed the Company that it intends to review the Proxy Statement or (ii) if the SEC has informed the Company that it intends

to review the Proxy Statement, clearance of the Proxy Statement by the SEC. The Company shall use its commercially reasonable efforts

to hold the Shareholders Meeting as soon as reasonably practicable following the date of this Agreement; provided that unless otherwise

agreed to by the Parties, and subject to Section 7.3(d), the Company shall use commercially reasonable efforts

to cause the Shareholders Meeting to be no later than thirty-five (35) days after the mailing of the Proxy Statement to the Company’s

shareholders.

(d)           The

Company shall, through the Company Board, recommend to its shareholders that they give the Shareholder Approval, include the Board Recommendation

in the Proxy Statement and solicit and use its reasonable best efforts to obtain the Shareholder Approval, except to the extent that the

Company Board shall have effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 7.3(g) or

Section 7.3(h); provided, however, that, unless this Agreement is terminated in accordance with

its terms, the Company’s obligation to duly call, give notice of, convene and hold the Shareholders Meeting shall be unconditional

and the Company shall not submit any Competing Proposal for approval by its shareholders. Notwithstanding the foregoing provisions of

this Section 7.1(c), the Company may, following consultation with Parent, postpone, recess or adjourn such meeting

solely (A) to the extent required by Law or duty, (B) to allow reasonable additional time to solicit additional proxies to the

extent the Company reasonably believes necessary in order to obtain the Shareholder Approval, (C) if as of the time for which the

Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Company Common Shares represented

(either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Shareholders Meeting, (D) to

allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board has

determined in good faith after consultation with outside counsel is necessary under applicable Law or duty and for such supplemental or

amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholders Meeting or (E) with

the consent of Parent; provided that no such adjournment or postponement pursuant to subclauses (B) or (C) shall delay

the Shareholders Meeting by more than thirty (30) days, in the aggregate, from the prior-scheduled date. Notwithstanding the foregoing,

the Company shall, at the request of Parent, to the extent permitted by Law, adjourn the Shareholders Meeting to a date mutually agreed

to by the Company and Parent for the absence of a quorum or if the Company has not received proxies representing a sufficient number of

Company Common Shares for the Shareholder Approval; provided that no such adjournment pursuant to this sentence shall be required

to be for a period exceeding ten (10) Business Days, in the aggregate.

Section 7.2             Access

to Information; Confidentiality. During the period commencing on the date of this Agreement and continuing until the earlier to occur

of the termination of this Agreement and the Effective Time, and solely for purposes of furthering the Merger, the Financing (including

the marketing, negotiation and consummation thereof) and for purposes of Section 7.20 (and nothing set forth in this Section 7.2

shall limit the Company’s obligations set forth in Section 7.20), the Company shall (and shall cause its Subsidiaries

to) (A) afford Parent and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to

the properties, offices, books and records and personnel of the Company and its Subsidiaries, (B) furnish to Parent and its Representatives

such information (financial or otherwise) concerning its business, properties and offices as Parent may reasonably request, and (C) instruct

its Representatives to cooperate with Parent in the matters described in clauses (A) and (B); provided, however, that

the Company may restrict or otherwise prohibit access to any documents or information pursuant to this Section 7.2 or Section 7.20

to the extent that (i) any applicable Law requires the Acquired Companies to restrict or otherwise prohibit access to such documents

or information, (ii) granting such access would violate any obligations of any Acquired Company with respect to confidentiality

to any third party or otherwise breach, contravene or violate, constitute a default under, or give a third party the right to terminate

or accelerate an obligation under, any then effective Contract (including a Material Company Lease) to which such Acquired Company is

a party, in each case, as of the date hereof, (iii) access to such documents or information would reasonably be expected to result

in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information

or (iv) such documents or information relate to the evaluation or negotiation of this Agreement, the transactions contemplated hereby

or, subject to Section 7.3(a), a Competing Proposal or Superior Proposal (each as defined herein) or any other transactions

that the Company Board has considered as potentially competing with, or as an alternative to, the Merger, or relating to any deliberation

of the Company Board or any duly authorized committee thereof regarding any Competing Proposal or Adverse Recommendation Change. In the

event that the Company does not provide access or information in reliance on clauses (i), (ii), or (iii) of the preceding sentence,

it shall use its commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate

any applicable Law, Contract or obligation or waive such privilege. Notwithstanding anything to the contrary in this Section 7.2,

any access to properties of the Company shall be governed solely by, and subject to, the terms and conditions of that certain Access

Agreement, by and between the Company and BPG Acquisitions LLC, a Delaware limited liability company, dated as of June 14, 2026

(as amended, modified or supplemented from time to time, the “Access Agreement”), notwithstanding the expiration or

termination thereof (it being understood and agreed that this Agreement shall constitute an amendment to the Access Agreement extending

the term thereof). The terms and conditions of the Nondisclosure Agreement shall apply to any information obtained by Parent or

any of its Representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 7.2.

Nothing in this Section 7.2 or elsewhere in this Agreement (other than to the extent required under Section 7.20)

shall be construed to require any Acquired Company or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals,

opinions or other information. Parent agrees that it will not, and will direct its Representatives not to use any information obtained

pursuant to this Section 7.2 for any competitive purpose in violation of applicable Law or other purpose unrelated to the

transactions contemplated by this Agreement.

Section 7.3             Go-Shop;

No Solicitation of Transactions; Change in Recommendation.

(a)            Go-Shop.

Notwithstanding anything to the contrary contained in this Agreement, during the period commencing on the date of this Agreement and

continuing until 11:59 p.m. (New York City time) on August 28, 2026 (the “No-Shop Period Start Date”) and

such period of time, the “Go-Shop Period”), the Company, its Subsidiaries and its Representatives shall have the right

to, directly or indirectly:

(i)              solicit,

initiate, or facilitate any inquiry or the making of any proposal which constitutes, or may reasonably be expected to result in, any Competing

Proposal;

(ii)             engage

in, continue or otherwise participate in any discussions or negotiations regarding, or, subject to clause (iii) below, to furnish

to any other Person information in connection with or for the purpose of facilitating, a Competing Proposal subject to the terms hereof;

(iii)            enter

into an Acceptable Confidentiality Agreement with, and only following such entry into an Acceptable Confidentiality Agreement, (A) furnish

information (including non-public information) relating to any of the Acquired Companies to, or (B) afford access to the business,

properties, assets, books, records or other non-public written information and data, or to any personnel of any of the Acquired Companies

pursuant to an Acceptable Confidentiality Agreement to, any Person or group of Persons or to such Person’s Representatives (including

potential financing sources of such Person); provided that the Company directly or indirectly provide the Parent Parties with any

written information or data provided to such Person and grants the Parent Parties equivalent access that was not previously made available

to the Parent Parties prior to or substantially concurrently with such Person; and

(iv)            otherwise

cooperate with or assist any Competing Proposal or inquiry, including by granting a waiver, amendment or release under any “standstill

provision” or similar obligation of any third party with respect to the Company or any of its Subsidiaries solely to allow for a

Competing Proposal or amendment to a Competing Proposal to be made to the Company Board on a non-public basis (except as required by Law).

(b)           Promptly

(and in any event one (1) Business Day) after commencement of the No-Shop Period Start Date, the Company shall (i) notify Parent

in writing of the identity of each Person from whom the Company or any of its Subsidiaries received a bona fide written Competing

Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date, (ii) provide Parent a list identifying

each Excluded Party as of the No-Shop Period Start Date and (iii) provide Parent a copy of each such Competing Proposal and a written

summary of any modifications to the financial and other material terms thereof. Promptly after the No-Shop Period Start Date (and, in

any event, within one (1) Business Day thereafter), the Company shall, (A) except if the Company has already done so in respect

of the applicable confidentiality agreement, request each Person (other than Parent, its Affiliates and their respective Representatives)

that has executed (within one (1) year prior to the date hereof) a confidentiality agreement in connection with any Competing Proposal

or its consideration of any Competing Proposal to promptly return or destroy all nonpublic information furnished to such Person by or

on behalf of the Company or any of the Acquired Companies prior to the No-Shop Period Start Date and (B) terminate any data room

or other diligence access to each such Person (and its Representatives) described in clause (A); provided that the Company shall

not be required to take any such action in respect of any third party who is an Excluded Party unless and until such third party ceases

to be an Excluded Party (in which case all references in this sentence to the No-Shop Period Start Date shall be read as the date on which

such third party ceases to be an Excluded Party).

Solicitation. Except as expressly permitted by this Section 7.3, during the period commencing on (i) (A) with

respect to any third party who is an Excluded Party as of the No-Shop Period Start Date, the date on which such third party is no longer

an Excluded Party, or (B) with respect to any other Person, the No-Shop Period Start Date, and (ii) continuing until the earlier

of the Effective Time and the valid termination of this Agreement pursuant to Article 9, other than with respect

to a third party who is an Excluded Party on the No-Shop Period Start Date (and only until such time as such Excluded Party is no longer

an Excluded Party, at which time the provisions of this Section 7.3(c) shall become applicable), the Company

and its Subsidiaries shall, and shall use its reasonable best efforts to cause their respective Representatives to, (i) promptly

cease any solicitation, discussions or negotiations with any Persons that may be ongoing with respect to a Competing Proposal and promptly

terminate all physical and electronic dataroom access granted to any such Person or its Representatives and (ii) not, directly or

indirectly, (A) solicit, initiate, provide any non-public information in response to, or knowingly encourage or knowingly facilitate

any inquiry or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Competing Proposal, (B) engage

in, continue, knowingly encourage or facilitate or otherwise participate in any discussions or negotiations regarding, or furnish to any

other Person information in connection with or for the purpose of facilitating, a Competing Proposal, (C) enter into any letter of

intent, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle or other Contract (other than an

Acceptable Confidentiality Agreement) with respect to a Competing Proposal or that would reasonably be expected to lead to a Competing

Proposal, or (D) take any action to make any Takeover Statute or any Governing Document Restrictions of the governing documents of

the Acquired Companies inapplicable to any transaction contemplated by a Competing Proposal.

(d)           Superior

Proposals and Other Exceptions. Notwithstanding anything to the contrary contained in this Section 7.3,

from and following the No-Shop Period Start Date and prior to obtaining the Shareholder Approval, the Company may, directly or indirectly

through one or more of its Representatives, participate or engage in discussions or negotiations with, enter into an Acceptable Confidentiality

Agreement with, and subject to such Acceptable Confidentiality Agreement, (i) furnish information (including non-public information)

relating to any of the Acquired Companies to, or (ii) afford access to the business, properties, assets, books, records or other

non-public information or data, or to any personnel of any of the Acquired Companies to, any Person or group of Persons (including any

Person or group of Persons who has ceased to be an Excluded Party, after such Person or group of Persons has ceased to be an Excluded

Party, and such Competing Proposal shall not be deemed to be solicited by reason of the fact that such Person or group of Persons was

solicited while an Excluded Party) that has made, renewed or delivered to the Company a bona fide Competing Proposal after the date of

this Agreement (that did not result from a breach of Section 7.3(c) in any material respect) and to such

Person’s Representatives (including potential financing sources of such Person), and otherwise facilitate such Competing Proposal

or assist such Person (and its Representatives and financing sources) with such Competing Proposal; provided that the Company Board

(or, if appropriate, any committee thereof) has determined in good faith, (i) after consultation with the Company’s financial

advisors and outside legal counsel, based upon the information then-available, that such Competing Proposal either constitutes a Superior

Proposal or would reasonably be expected to result in a Superior Proposal, and (ii) after consultation with its outside legal counsel

that failure to do so would be inconsistent with the duties of the trustees of the Company Board under applicable Law; provided,

further, that, subject to applicable Law, any material non-public information or access concerning any of the Acquired Companies

that is provided to such Person or its Representatives pursuant to this Section 7.3(d) that was not previously

provided to Parent or its Representatives shall be provided or made available to Parent promptly, but in any event within twenty-four

(24) hours, following such time as it is provided or made available to such third party. In addition, notwithstanding Section 7.3(c),

the Acquired Companies and their Representatives may (A) contact and engage in any communications, negotiations or discussions in

order to seek to clarify and understand the terms and conditions of any inquiry or proposal made by any Person solely to determine whether

such inquiry or proposal constitutes or is reasonably likely to result in a Superior Proposal, and (B) inform a Person that has made

or is considering making a Competing Proposal of the provisions of this Section 7.3.

(e)            Notices.

During the period commencing on the No-Shop Period Start Date and continuing until the earlier of the Effective Time and the valid termination

of this Agreement pursuant to Article 9, the Company shall promptly (but no later than twenty-four (24) hours)

after receipt of any Competing Proposal (other than with respect to an Excluded Party, until such time as such Person is no longer an

Excluded Party), (i) advise Parent in writing of the entry into any Acceptable Confidentiality Agreement, the receipt of such Competing

Proposal or request for confidential information and (ii) keep Parent reasonably informed on a reasonably prompt basis of all material

developments, discussions or negotiations regarding any Competing Proposal and the status of such Competing Proposal. During the period

commencing on the No-Shop Period Start Date and continuing until the earlier of the Effective Time and the valid termination of this Agreement

pursuant to Article 9, the Company agrees that none of the Acquired Companies will enter into any confidentiality

agreement with any Person that prohibits any Acquired Company from providing any information required to be provided to Parent in accordance

with Section 7.3 within the time periods contemplated hereby. During the period commencing on the No-Shop Period

Start Date and continuing until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Article 9,

the Company shall not grant any waiver or release under any standstill, confidentiality or similar agreement or provision to which the

Company or any of its Subsidiaries is a party; provided, however, prior to receipt of the Shareholder Approval, the Company

may grant a waiver or release under any such standstill, confidentiality or similar agreement or provision, solely to allow for a Competing

Proposal or amendment to a Competing Proposal to be made to the Company Board (provided that such waiver contains an express acknowledgment

that such person cannot, directly or indirectly, acquire any securities of the Company or its Subsidiaries prior to the valid termination

of this Agreement pursuant to Article 9), if the Company Board determines in good faith (after consultation with the Company’s

financial advisors and outside legal counsel) that the failure to take such action would be inconsistent with the duties of the trustees

of the Company Board under applicable Law.

(f)            No

Change in Board Recommendation or Entry into an Alternative Acquisition Agreement. Except as expressly permitted by Section 7.3(g),

Section 7.3(h), and Section 7.3(i), during the period commencing on the date of this

Agreement and continuing until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Article 9,

the Company Board shall not:

(i)              (A) fail

to recommend to its shareholders that the Shareholder Approval be given or fail to include the Board Recommendation in the Proxy Statement,

(B) change, qualify, withhold, withdraw, rescind or modify, or publicly propose to change, qualify, withhold, withdraw or modify,

the Board Recommendation, (C) fail to publicly reaffirm its recommendation and publicly recommend against any Competing Proposal

that is a tender offer or exchange offer within ten (10) Business Days after the commencement thereof (it being understood that a

communication by the Company Board pursuant to Rule 14d-9(f) of the Exchange Act shall not, in and of itself, be deemed an Adverse

Recommendation Change), (D) fail to publicly reaffirm its recommendation within ten (10) Business Days after Parent so requests

in writing (provided that, other than any reaffirmation following the public announcement of a Competing Proposal, or the public

announcement of a modification thereto, Parent may only request such a reaffirmation on one occasion), or (E) adopt, approve or recommend,

or publicly propose to adopt, approve or recommend to the shareholders of the Company a Competing Proposal (any of the actions described

in this clause (i) being referred to as an “Adverse Recommendation Change”); or

(ii)             authorize,

cause or permit any Acquired Company to enter into definitive agreement to effectuate a Competing Proposal (each, an “Acquisition

Agreement”).

(g)           Adverse

Recommendation Change; Entry into Alternative Acquisition Agreement. Notwithstanding anything to the contrary in this Agreement, at

any time prior to the time the Shareholder Approval is obtained, if the Company has received a written Competing Proposal (that did not

result from a breach of Section 7.3(c) in any material respect) that the Company Board (or, if appropriate,

any committee thereof) has determined in good faith based upon the information then available (after consultation with the Company’s

financial advisors and outside legal counsel) constitutes a Superior Proposal, then the Company Board (or, if appropriate, any committee

thereof) may make an Adverse Recommendation Change with respect to such Competing Proposal or terminate this Agreement pursuant to Section 9.1(c)(ii) (Superior

Proposal) to enter into an alternative Acquisition Agreement with respect to such Competing Proposal substantially concurrently with

such termination (provided that, prior to or concurrently with, and as a condition to the effectiveness of, such termination the

Company pays the Company Termination Payment in full to Parent in accordance with and as required by Section 9.3(b));

provided, however, that the Company Board (or any committee thereof) shall not take any action described in this Section 7.3(g) unless:

(i)              the

Company Board determines in good faith (after consultation with the Company’s financial advisor and outside legal counsel) that

failure to take such action would be inconsistent with the duties of the trustees of the Company Board under applicable Law;

(ii)             (A) the

Company has given Parent three (3) Business Days (the “Notice Period”) prior written notice of its intention to

take such actions (which notice shall include the information with respect to such Superior Proposal that is specified in Section 7.3(e) as

well as a copy of any proposal, agreement and all material documentation providing for such Superior Proposal), (B) Parent and the

Company have negotiated, and have caused their respective Representatives to negotiate, in good faith during such Notice Period (to the

extent Parent desires to so negotiate) to allow Parent to propose in writing revisions to the terms of this Agreement prior to 11:59 p.m. (New

York City time) on the final day of the Notice Period so that such Superior Proposal ceases to constitute a Superior Proposal, and (C) following

the end of the Notice Period, the Company Board (or any committee thereof) shall have determined in good faith (after consultation with

the Company’s financial advisor and outside legal counsel), taking into account any revisions to this Agreement proposed in writing

by Parent during the Notice Period or otherwise, that the Superior Proposal giving rise to the Notice Period continues to constitute a

Superior Proposal and that the failure to make an Adverse Recommendation Change or enter into an alternative Acquisition Agreement in

respect of such Superior Proposal would be inconsistent with the trustees’ duties under applicable Law; provided that, in

the event of any subsequent change to the financial terms (including the form, amount and timing of payment of consideration) or any other

material terms of such Superior Proposal, the Company shall, in each case, be required to deliver to Parent an additional written notice

consistent with that described in subclause (A) above and the Notice Period shall recommence and the Company shall be required to

comply with subclauses (B) and (C) above anew; provided, however, that the Notice Period shall be reduced to two

(2) Business Days.

(h)           Intervening

Event. Notwithstanding anything to the contrary in this Agreement, at any time prior to receipt of the Shareholder Approval, the Company

Board (or, if appropriate, any committee thereof) may effect an Adverse Recommendation Change in response to an Intervening Event if the

Company Board (or, if appropriate, any committee thereof) determines in good faith (after consultation with the Company’s financial

advisor and outside legal counsel), that the failure to do so would be inconsistent with the duties of the trustees of the Company Board

under applicable Law; provided, however, that the Company Board (or any committee thereof) shall not make such an Adverse

Recommendation Change unless:

(i)              the

Company has given Parent prior written notice equal to the Notice Period of its intention to take such actions, which notice will specify

and describe the facts and circumstances relating to the applicable Intervening Event in reasonable detail and the factual bases for the

Company Board’s determination that such events or circumstances constitute an Intervening Event; provided that the delivery

of such notice shall not, in and of itself, constitute an Adverse Recommendation Change; and

(ii)             prior

to effecting such an Adverse Recommendation Change, (A) Parent and the Company have negotiated, and have caused their respective

Representatives to negotiate, in good faith during such Notice Period (to the extent Parent desires to so negotiate) to allow Parent to

propose irrevocable and binding written revisions to the terms of this Agreement prior to 11:59 p.m. (New York City time) on the

final day of the Notice Period so that the Company Board (or any committee thereof) would no longer determine that the failure to make

an Adverse Recommendation Change would be inconsistent with the duties of the trustees of the Company Board (or any committee thereof)

under applicable Law, and (B) following the end of the Notice Period, the Company Board shall have determined in good faith (after

consultation with the Company’s financial advisor and outside legal counsel), taking into account Parent’s proposed written

revisions to this Agreement that Parent has irrevocably committed in writing to make and that have not been withdrawn, that the failure

to make an Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the duties of the trustees of

the Company Board under applicable Law.

(i)             Certain

Disclosures. Nothing in this Section 7.3 or elsewhere in this Agreement shall prohibit the Company, the

Company Board or their Representatives from: (i) taking and disclosing to the shareholders of the Company a position contemplated

by Rule 14e-2(a) promulgated under the Exchange Act, making a statement contemplated by Item 1012(a) of Regulation M-A

or Rule 14d-9 promulgated under the Exchange Act or making any “stop, look and listen” communication to the shareholders

of the Company pending disclosure of its position thereunder; or (ii) disclosing to the Company’s shareholders any factual

information regarding the business, financial condition or results of operations of the Acquired Companies or the fact that a Competing

Proposal has been made, the identity of the party making such Competing Proposal or the material terms of such Competing Proposal, in

each case, that the Company Board (or, if appropriate, any committee thereof) determines in good faith (after consultation with its outside

legal counsel) that such disclosure is required under applicable Law (it being understood that disclosure under this clause (ii) shall

not limit or otherwise affect the obligations of the Company or the Company Board (or any committee thereof) under this Agreement and

no such disclosure shall, taken by itself, be deemed to be an Adverse Recommendation Change); provided, however, that the

Company Board (or any committee thereof) shall not make an Adverse Recommendation Change, except in accordance with Section 7.3(g) or

Section 7.3(h).

(j)             For

purposes of this Agreement:

(i)              “Competing

Proposal” means, any proposal or offer (other than from the Parent Parties or their Affiliates), whether in one transaction

or a series of related transactions, resulting in: (A) any acquisition by any Person or “group” (as defined under Section 13(d) of

the Exchange Act) of beneficial ownership of more than twenty-five percent (25%) of the outstanding voting securities, beneficial ownership

or voting power of the Company or any tender offer or exchange offer that if consummated would result in any Person or “group”

(as defined under Section 13(d) of the Exchange Act) beneficially owning more than twenty-five percent (25%) of the outstanding

voting securities of the Company; (B) any merger, consolidation, business combination, recapitalization, reorganization, liquidation

or other similar transaction involving the Company or its Subsidiaries pursuant to which any Person or “group” (as defined

in or under Section 13(d) of the Exchange Act), other than the shareholders of the Company (as a group) immediately prior to

the consummation of such transaction, would hold, directly or indirectly, equity interests in the surviving or resulting entity of such

transaction representing more than twenty-five percent (25%) of the voting power of the surviving or resulting entity; or (C) any

sale or disposition of more than twenty-five percent (25%) of the assets, revenues or net income of the Company or its Subsidiaries, in

each case on a consolidated basis; provided, however, that the term “Competing Proposal” shall not include (I) the

Merger or any of the other transactions contemplated by this Agreement or (II) any merger, consolidation, business combination, reorganization,

recapitalization, liquidation or similar transaction solely among the Company and one or more of the Subsidiaries of the Company or solely

among the Subsidiaries of the Company.

(ii)             “Superior

Proposal” means a bona fide written Competing Proposal (except for purposes of this definition, the references in the

definition of “Competing Proposal” to twenty-five percent (25%) shall be replaced with fifty percent (50%)), which (A) did

not result from a breach of Section 7.3 in any material respect, and (B) the Company Board (or, if appropriate, any committee

thereof) determines in good faith (after consultation with its outside legal counsel and financial advisors) to be more favorable from

a financial point of view to the holders of Company Common Shares (solely in their capacities as shareholders) than the Merger and the

other transactions contemplated by this Agreement, taking into account the timing, financial, regulatory and other aspects of the Competing

Proposal that the Company Board determines are relevant and that is reasonably likely to be consummated (if accepted) on the terms proposed,

and taking into account any changes or modifications to the terms of this Agreement irrevocably offered by Parent in accordance with the

terms of this Agreement that Parent has irrevocably committed in writing to make and that have not been withdrawn.

(iii)            “Intervening

Event” means a change in circumstances or development occurring or arising after the date of this Agreement that materially

affects the business, assets or operations of the Acquired Companies, taken as a whole, and that was not known or reasonably foreseeable

to the Company Board prior to the execution of this Agreement (or, if known, the material consequences of which were not reasonably foreseeable

to the Company Board) and becomes known to the Company Board prior to receipt of the Shareholder Approval; provided, however,

that none of the following will constitute, or be considered when determining when there has been an Intervening Event: (I) the existence

or terms of a Competing Proposal or (II) changes in the market price or trading volume of the Company Common Shares or the fact that

the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial

results for any period (provided, however, that the underlying causes of such change or fact shall not be excluded by this

clause (II) in determining whether an Intervening Event has occurred).

Section 7.4           Interim

Operations of Parent and Merger Sub . During the period from the date hereof through the earlier of the Effective Time or the date

of termination of this Agreement, Parent will cause Merger Sub to not engage in any activities of any nature except as provided in or

contemplated by this Agreement.

Section 7.5             Public

Announcements. Except with respect to any Adverse Recommendation Change or any action taken pursuant to, and in accordance with,

Section 7.1 or Section 7.3, so long as this Agreement is in effect, the Parties shall consult with each other

before issuing any press release or otherwise making any public statements or filings with respect to this Agreement or any of the transactions

contemplated by this Agreement and provide such other party an opportunity to review and comment thereon, except to the extent it is

not reasonably practicable to do so, and none of the Parties shall issue any such press release or make any such public statement or

filing prior to obtaining the other Parties’ consent (which consent shall not be unreasonably withheld, delayed or conditioned),

except (a) as may be required by applicable Law or Order or the rules or regulations of any applicable United States securities

exchange or regulatory or governmental body to which the relevant party is subject, in which case, to the extent permitted by applicable

Law or Order and practicable under the circumstances, the party proposing to issue such press release or make such public announcement

shall consult in good faith with the other party before making any such public announcement, (b) with respect to any press release

or other public statement by the Company permitted by Section 7.3 (including to announce an Adverse Recommendation Change

in accordance with Section 7.3), (c) statements consistent in all material respects with any release, disclosure or

other public statements previously made in accordance with this Section 7.5, (d) to the extent that such public statement

relates to any dispute between the Parties relating to this Agreement or the transactions contemplated by this Agreement, (e) confidential

communications or statements by Brookfield Sponsor or CPPIB Sponsor, or any of their respective Affiliates or their respective Representatives

to any existing or potential investor or limited partner in any current or future investment funds or investment vehicles affiliated

with, or managed or advised by, Brookfield Sponsor, CPPIB Sponsor or any of their respective Affiliates, in each case who are subject

to customary confidentiality obligations, to the extent such communications are consistent in all material respects with descriptions

of the Company’s business contained in the Parties’ prior joint disclosures, or (f) public statements regarding the

transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences,

and make internal announcements to employees, in each case, to the extent that such statements are consistent with previous press releases,

public disclosures or public statements made jointly by the parties or approved by the parties, and otherwise in compliance with this

Section 7.5, and provided that such public statements do not reveal material nonpublic information regarding this

Agreement or the transactions contemplated hereby. The press release announcing the execution and delivery of this Agreement shall be

a joint release of, and shall not be issued prior to the approval of each of, the Company and Parent (which approval shall not be unreasonably

withheld, conditioned or delayed).

Section 7.6             Appropriate

Action; Consents; Filings.

(a)            Upon

the terms and subject to the conditions set forth in this Agreement (and subject to Section 7.6(b) in respect

of Non-Governmental Consents), the Company and each of the Parent Parties shall, and shall cause their respective Subsidiaries to, use

reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the

other Party in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective, as promptly as

practicable and in any event prior to the Outside Date, the Merger and the other transactions contemplated by this Agreement, including

(i) taking all actions necessary to cause the conditions to the Closing set forth in Article 8 to be satisfied,

(ii) preparing and filing any applications, notices, registrations and requests as may be required or advisable to be filed with

or submitted to any Governmental Authority in order to consummate the transactions contemplated by this Agreement, (iii) executing

and delivering any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement

and to fully carry out the purposes of this Agreement, and (iv) obtaining all necessary actions or nonactions, authorizations, permits,

waivers, consents, clearances, approvals and expirations or terminations of waiting periods (collectively, “Consents”)

(other than Non-Governmental Consents, which shall be solely governed by Section 7.6(b)) from Governmental Authorities

necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement and the making of

all necessary or advisable registrations and filings (including filings with Governmental Authorities, if any) and the taking of all reasonable

steps as may be necessary or advisable to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental

Authority necessary in connection with the consummation of the Merger and the other transactions contemplated by this Agreement. Further,

and without limiting the generality of the foregoing, each of the Parent Parties shall avoid or eliminate each and every impediment under

Antitrust Laws or similar Law that may be asserted by any Governmental Authority with respect to this Agreement so as to make effective

as promptly as practicable the Merger and the other transactions contemplated by this Agreement and to avoid any Action or proceeding

which would otherwise have the effect of preventing or delaying the Closing beyond the Outside Date. Parent shall (A) propose, negotiate,

commit to and effect, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of

such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines,

fields of use, divisions, business arrangements, Contracts, assets or interests therein of Parent or its Affiliates (including, after

the Closing, the Surviving Entity and its Affiliates), (B) agree to amend any venture or other arrangement of Parent or its Affiliates

(including after the Closing, the Surviving Entity and its Affiliates), (C) use its reasonable best efforts to contest and resist

any Action and to have vacated, lifted, reversed or overturned any Order that may result from such Action, whether temporary, preliminary

or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement,

and (D) otherwise take or commit to take actions that after the Closing would limit Parent’s or its Subsidiaries’ (including

after the Closing, the Surviving Entity’s) freedom of action with respect to, or their ability to retain, one or more of their assets

(whether tangible or intangible), products, or businesses, in each case as may be required in order to avoid the entry of, or to effect

the dissolution of, any injunction, temporary restraining order or other order that would otherwise have the effect of preventing or delaying

the Closing; provided that none of the Parent Parties, the Company or any of its Subsidiaries shall be required to become subject

to, or consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order

to sell, divest, license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets,

operations or business of the Company or any of its Subsidiaries, unless such requirement, condition, understanding, agreement or order

(1) is binding on or otherwise applicable to the Company or its Subsidiaries only from and after the Closing in the event that the

Closing occurs, and (2) together with all other requirements, conditions, understandings, agreements or orders, would not reasonably

be expected to have a material adverse effect on the value of the transactions contemplated by this Agreement to Parent; provided,

further, that in no event shall the Parent Parties or the Company or any of its Subsidiaries be required to pay (and the Company

will not, without the consent of Parent (not to be unreasonably withheld), commit to pay), directly or indirectly, prior to the Closing

any fee, penalty or other consideration, or incur any liability, to any third party for any Consent required for or triggered by the consummation

of the transactions contemplated by this Agreement. Each of the Parties will, and shall cause their respective Affiliates to, furnish

to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any required

applications, notices, registrations and requests as may be required or advisable to be filed with any Governmental Authority and will

cooperate in responding to any inquiry from a Governmental Authority, including promptly informing the other Party of such inquiry, consulting

in advance before making any presentations or submissions to a Governmental Authority, and supplying each other with copies of all material

correspondence, filings or communications between either Party and any Governmental Authority with respect to this Agreement. To the extent

reasonably practicable, the Parties or their Representatives shall have the right to review in advance and each of the Parties will consult

the others on, all the information relating to the other and each of their Affiliates that appears in any filing made with, or written

materials submitted to, any Governmental Authority in connection with the Merger and the other transactions contemplated by this Agreement,

except that confidential competitively sensitive business information may be redacted from such exchanges and instead shared on a counsel

to counsel basis. To the extent reasonably practicable, neither Party shall, nor shall they permit their respective Representatives to,

participate independently in any meeting or engage in any substantive conversation with any Governmental Authority in respect of any filing,

investigation or other inquiry without giving the other Party prior notice of such meeting or conversation and, to the extent permitted

by applicable Law, without giving the other Party the opportunity to attend or participate (whether by telephone or in person) in any

such meeting with such Governmental Authority. Notwithstanding anything to the contrary in this Agreement, Parent shall have the sole

right to control and direct all antitrust strategy in connection with the review of the transactions contemplated by this Agreement by

any Governmental Authority, or any litigation by, or negotiations with, any antitrust authority or other Person relating to any Antitrust

Law or similar Law, and shall take the lead in all meetings, discussions, and communications with any Governmental Authority relating

to obtaining approval under any Antitrust Law or similar Law for the transactions contemplated by this Agreement; provided that

Parent shall consult with and consider in good faith the comments of the Company in connection with any filing, communication, defense,

litigation, negotiation, or strategy relating to antitrust matters.

(b)           Upon

the terms and subject to the conditions set forth in this Agreement, each of the Parties shall use, and cause each of their respective

Affiliates to use, its and their respective commercially reasonable efforts in obtaining all necessary Consents from any Persons (other

than Governmental Authorities) required for or triggered by the Merger and the other transactions contemplated by this Agreement (excluding

any Assumption) (the “Non-Governmental Consents”) that are requested by Parent in writing; provided that neither

the Company nor any of the Acquired Companies shall be required to become subject to, or consent or agree to or otherwise take any action

with respect to, any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose

of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of its Subsidiaries,

unless (x) such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company or

its Subsidiaries only from and after the Closing in the event that the Closing occurs and (y) Parent has consented to such requirement,

condition, understanding, agreement or order; provided, further, that in no event shall the Company or any of its Subsidiaries

be required to pay (and the Company will not, without the consent of Parent, commit to pay), directly or indirectly, prior to the Closing

any fee, penalty or other consideration, or incur any liability, to any third party for any Non-Governmental Consent. The Company shall

have satisfied its obligations set forth in this Section 7.6(b) if the Company shall have used its commercially

reasonable efforts to comply with such obligations whether or not any Non-Governmental Consents are successful or obtained.

agrees, on behalf of itself and its Affiliates, that, between the date of this Agreement and the Closing, Parent shall not, and shall

cause its Affiliates not to, directly or indirectly, acquire, purchase, lease or license (or agree to acquire, purchase, lease or license),

by merging with or into or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner,

any business or any corporation, partnership, association or other business organization or division or part thereof, or any securities

or collection of assets, or take any other action or refrain from taking any action, if doing so could (i) result in any material

delay in obtaining, or increase the risk of not obtaining, any Consent of any Governmental Authority or any Non-Governmental Consent in

connection with the Merger and the other transactions contemplated by this Agreement or (ii) restrict, prevent, prohibit, impede

or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement, provided that the

foregoing shall not apply to any part of CPPIB or Brookfield and/or their respective Affiliates (including any portfolio companies thereof)

other than the CPPIB Real Estate Group and Brookfield Property Group. Nothing contained in this Agreement shall permit any Parent Party,

directly or indirectly, the right to control or direct the operations of either Company Party prior to the consummation of the Merger.

Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete unilateral control

and supervision over its business operations.

(d)           Notwithstanding

anything to the contrary herein, nothing in this Section 7.6 or any other provision of this Agreement, shall

require Brookfield or CPPIB, or any of their respective Affiliates (in each case other than Parent and its Subsidiaries and, following

the Closing, the Surviving Entity and its Subsidiaries) to offer, agree to, accept or implement any action or otherwise be required to

take any action, including selling, divesting, disposing of, licensing, holding separate, giving any undertaking or any other action

that limits in any respect its freedom of action with respect to, or ability to retain, develop or acquire, any properties, assets, business,

products, rights, services or licenses, or any portion of, or interest in, any properties, assets, business, products, rights, services

or licenses, of Brookfield Sponsor or CPPIB Sponsor, or their respective Affiliates (in each case other than Parent and its Subsidiaries

and, following the Closing, the Surviving Entity and its Subsidiaries).

Section 7.7            Notification

of Certain Matters; Transaction Litigation.

(a)           The

Company and its Representatives shall, to the extent legally permissible, give prompt notice to the Parent Parties, and the Parent Parties

and their Representatives shall, to the extent legally permissible, give prompt notice to the Company, of any notice or other communication

received by such Party from any Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated

by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or

the other transactions contemplated by this Agreement.

(b)          The

Company and its Representatives shall give prompt notice to the Parent Parties, and the Parent Parties and their Representatives shall

give prompt notice to the Company, of any Action commenced or, to such Party’s knowledge, threatened against, relating to or involving

such Party or any of its Subsidiaries, respectively, or any of their respective trustees, directors, officers or partners that relates

to this Agreement, the Merger or the other transactions contemplated by this Agreement, and shall keep the other Parties, as applicable,

reasonably informed with respect to the status thereof. The Company and its Representatives shall give Parent the opportunity to reasonably

participate in the defense and settlement of any shareholder or unitholder litigation against the Company or any of their respective trustees,

directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement. Neither the Company nor

any Parent Party shall enter into any settlement in respect of any litigation against the Parent Parties or the Company, as applicable,

or any of their respective trustees, directors, officers or partners relating to this Agreement and the transactions contemplated by this

Agreement, without the other Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

Section 7.8          Employee

Matters.

(a)          From

and after the Effective Time, the Surviving Entity shall (and Parent shall cause the Surviving Entity or any of their respective Subsidiaries

or Affiliates to) assume and honor all Company Benefit Plans in accordance with their terms as in effect immediately prior to the Effective

Time or as such terms may be amended in accordance with the applicable Company Benefit Plan after the Effective Time. Notwithstanding

the generality of the foregoing, for a period commencing on the Closing and continuing for a period of twelve (12) months after the Closing

Date (or, if earlier, a Continuing Employee’s termination of employment), Parent shall, or shall cause the Surviving Entity or one

of its Subsidiaries or Affiliates (including, following the Effective Time, each of the Acquired Companies) to, provide to each Continuing

Employee during such Continuing Employee’s period of employment (i) an annual base salary or hourly wage rate (as applicable)

at least equal to the annual base salary or hourly wage rate (as applicable) provided to such Continuing Employee immediately prior to

the Effective Time, (ii) target annual cash bonus opportunities that are no less favorable than the target annual cash bonus provided

to such Continuing Employee immediately prior to the Effective Time, (iii) severance benefits and protections that are no less favorable

than those provided to such Continuing Employee immediately prior to the Effective Time, and (iv) retirement, health, welfare and

employee and fringe benefits (excluding equity and other long-term incentive, change in control, retention, severance, post-employment

welfare and defined benefit pension benefits), that are no less favorable in the aggregate than those provided to such Continuing Employee

immediately prior to the Effective Time. In addition, without limiting the generality of the foregoing, Parent shall, or shall cause the

Surviving Entity or one of their respective Subsidiaries or Affiliates (including, following the Effective Time, each of the Acquired

Companies), to continue to maintain the LXP Industrial Trust 401(k) Plan during the period commencing on the Closing and continuing

until at least December 31 of the plan year in which the Closing occurs on terms no less favorable to participants than those in

effect immediately prior to the Merger Effective Time and to make safe harbor nonelective and discretionary nonelective contributions

(“Employer Contributions”) thereunder with respect to the plan year in which the Closing occurs that are calculated

on a basis and funded on a frequency that are no less favorable to participants than the basis and frequency used to calculate and fund

such Employer Contributions with respect to the plan year immediately prior to the year in which the Closing Date occurs.

(b)          For

purposes of vesting, eligibility to participate, benefit accrual and for calculating severance and vacation entitlements and accruals

under the employee benefit plans of Parent, the Surviving Entity or any of their respective Subsidiaries or Affiliates (including, following

the Effective Time, each of the Acquired Companies) (each, a “New Plan”), each Continuing Employee shall be credited

such Continuing Employee’s year(s) of service with an Acquired Company, an Affiliate thereof or a respective predecessor thereof

before the Effective Time, to the same extent as such Continuing Employee was entitled before the Effective Time, to credit for such service

under any similar Company Benefit Plan in which such Continuing Employee participated or was eligible to participate immediately prior

to the Effective Time; provided that the foregoing shall not apply to the extent that its application would result in a duplication

of benefits with respect to the same period of service. In addition and without limiting the generality of the foregoing, (A) each

Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent that

coverage under such New Plans replaces a Company Benefit Plan in which such Continuing Employee participated immediately prior to the

Effective Time (such plans, collectively, the “Old Plans”) and (B) for purposes of each New Plan providing medical,

dental, pharmaceutical or vision benefits to any Continuing Employee, Parent shall (or shall cause the Surviving Entity to) use commercially

reasonable efforts to cause all eligibility waiting periods, pre-existing condition exclusions and actively-at-work requirements of such

New Plan to be waived for such Continuing Employee and such Continuing Employee’s spouse and covered dependent(s) if any, unless

such conditions would not have been waived under the comparable Old Plans, and Parent shall (or shall cause the Surviving Entity to) cause

any eligible expenses incurred by such Continuing Employee and such Continuing Employee’s spouse and covered dependent(s) if

any during the portion of the plan year of the Old Plans ending on the date such Continuing Employee’s participation in the corresponding

New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket

requirements applicable to Continuing Employee and such Continuing Employee’s spouse and covered dependent(s) (if any) for

the applicable plan year as if such amounts had been paid in accordance with such New Plan.

in this Section 7.8: (i) shall limit the ability of Parent, the Company, the Surviving Entity or any of

their respective Affiliates to amend, modify or terminate any Company Benefit Plan or any other benefit or compensation plan, policy,

program, agreement, Contract, or arrangement at any time assumed, established, sponsored or maintained by any of them, in each case, in

accordance with its terms, subject to the obligations set forth in Section 7.8(a) and Section 7.8(b) above,

(ii) shall be deemed or construed to amend, establish, or modify any Company Benefit Plan or any other benefit or compensation plan,

policy, program, agreement, Contract or arrangement, (iii) shall prevent Parent, the Company, the Surviving Entity or any of their

respective Affiliates from terminating the employment of any Continuing Employees or (iv) create any third party beneficiary rights

in any person (including to enforce the provisions of this Agreement or any right to employment or continued employment, and including

any rights in any Continuing Employee or any dependent or beneficiary thereof). Nothing in this Section 7.8:

(i) shall limit the ability of Parent, the Company, the Surviving Entity or any of their respective Affiliates to amend, modify or

terminate any Company Benefit Plan or any other benefit or compensation plan, policy, program, agreement, Contract, or arrangement at

any time assumed, established, sponsored or maintained by any of them, in each case, in accordance with its terms, subject to the obligations

set forth in Section 7.8(a) and Section 7.8(b) above, (ii) shall be deemed

or construed to amend, establish, or modify any Company Benefit Plan or any other benefit or compensation plan, policy, program, agreement,

Contract or arrangement, (iii) shall prevent Parent, the Company, the Surviving Entity or any of their respective Affiliates from

terminating the employment of any Continuing Employees or (iv) create any third party beneficiary rights in any person (including

to enforce the provisions of this Agreement or any right to employment or continued employment, and including any rights in any Continuing

Employee or any dependent or beneficiary thereof).

Section 7.9          Indemnification;

Directors’ and Officers’ Insurance.

(a)          The

Company shall be permitted to, prior to the Closing, and if the Company fails to do so, Parent shall, or Parent shall cause the Surviving

Entity to, as of the Effective Time, obtain and fully pay the premium for a “tail” directors’ and officers’ liability

insurance policy and fiduciary liability insurance policy that provides coverage for a period of six (6) years from and after the

Closing in respect of acts or omissions occurring prior to the Closing covering each such Person currently covered by the Company’s

or its Subsidiaries’ officers’ and directors’ liability insurance policy on terms with respect to coverage and amount

no less favorable than those of such policy in effect on the date hereof and Parent shall cause such policy to be maintained in full force

and effect, for its full term, and shall cause all obligations thereunder to be honored by the Surviving Entity; provided, however,

that in no event shall the premium of such policy be in excess of 300% of the amount per annum the Company and its Subsidiaries paid in

its last full fiscal year prior to the date hereof (the “Current Premium”), but in such case, such policy shall be

purchased and maintained to provide for the maximum coverage available for 300% of the Current Premium. If the Company, Parent or Merger

Sub for any reason fail to obtain such policies prior to, as of or after the Closing, Parent shall, for a period of six (6) years

from the Effective Time, cause the Surviving Entity to purchase and maintain in effect the current policies of directors’ and officers’

liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries as of immediately prior to the Closing

in respect of acts or omissions occurring prior to the Closing covering each such Person currently covered by the Company’s or its

Subsidiaries’ officers’ and directors’ liability insurance policy and provided that, after the Effective Time, in no

event shall Parent or Surviving Entity be required to pay annual premiums in excess of 300% of the Current Premium in respect of the coverage

required to be obtained pursuant hereto, but in such case shall purchase and maintain the maximum coverage available for 300% of the Current

Premium.

(b)          Without

limiting or being limited by the provisions of Section 7.7 and to the extent permitted by applicable Law and

the governing documents of the Parent Parties, during the period commencing as of the Closing and ending on the sixth (6th) anniversary

of the Closing, Parent shall, and shall cause the Surviving Entity to: (i) indemnify, defend and hold harmless each Indemnified Party

against and from any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities

and amounts paid in settlement in connection with any Action to the extent such Action arises out of or pertains to any action or omission

or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, agent, fiduciary advisor or

Person acting in similar capacity, partner, member or trustee of the Company or any Subsidiary of the Company, including such alleged

acts or omissions with respect to this Agreement or any of the transactions contemplated by this Agreement, including the Merger; and

(ii) pay (as incurred) in advance of the final disposition of any such Action all reasonable expenses (including reasonable attorneys’

fees and any expenses incurred by any Indemnified Party in connection with enforcing any rights with respect to indemnification) of any

Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law and the governing

documents of the Surviving Entity, but subject to Parent’s or the Surviving Entity’s receipt of a written undertaking by or

on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled

to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Entity, as applicable,

(A) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim,

action, suit or proceeding against or investigation of any Indemnified Party for which indemnification may be sought under this Section 7.9(b) without

the Indemnified Party’s prior written consent unless such settlement, compromise, consent or termination includes an unconditional

release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation, (B) shall

not be liable for any settlement effected without their prior written consent, and (C) shall not have any obligation hereunder to

any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such

indemnification is prohibited by applicable Law.

the extent permitted by applicable Law, the Surviving Entity shall, and Parent agrees to cause the Surviving Entity to, during the period

commencing as of the Closing and ending on the sixth (6th) anniversary of the Closing, honor all rights to indemnification, advancement

and exculpation from liabilities for acts or omissions occurring at or prior to the Closing now existing in favor of the current or former

managers, directors, officers, partners, members and trustees of the Company or any Subsidiary of the Company (the “Indemnified

Parties”) as currently provided in (i) the Company Governing Documents, and (ii) indemnification agreements between

the Company or any of its Subsidiaries, on the one hand, and any Indemnified Party, on the other hand, as scheduled on Section 7.9(c) of

the Company Disclosure Letter. For a period of six (6) years following the Closing, the governing documents of the Surviving Entity

and the equivalent governing or organizational documents of any applicable Subsidiary of Parent or the Company shall not be amended, repealed

or otherwise modified in any manner that would adversely modify these rights, unless such modification shall be required by applicable

Law and then only to the minimum extent required by Law.

(d)          If

Parent or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any

other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or

(ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person,

then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Entity, as applicable,

assume the obligations set forth in this Section 7.9.

(e)          Parent

shall cause the Surviving Entity to pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any

Indemnified Party in enforcing the obligations provided in this Section 7.9.

(f)          The

provisions of this Section 7.9 are intended to be for the express benefit of, and shall be enforceable by, each

Indemnified Party (who are intended third-party beneficiaries of this Section 7.9), his or her heirs and his

or her personal Representatives, shall be binding on all successors and assigns of the Company, Parent, and the Surviving Entity and shall

not be amended in a manner that is adverse to any Indemnified Party (including his or her successors, assigns and heirs) without the prior

written consent of such Indemnified Party (including such successors, assigns and heirs) affected thereby, except to the extent otherwise

required by applicable Law, contract or otherwise. Nothing in this Agreement, including this Section 7.9, is

intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims

under any policy that is or has been in existence with respect to Company, any Company Subsidiaries or the Indemnified Parties, it being

understood and agreed that the indemnification provided for in this Section 7.9 is not prior to, or in substitution

for, any such claims under any such policies. The provisions of this Section 7.9 shall survive the consummation

of the Merger.

Section 7.10          Section 16

Matters. Prior to the Effective Time, the Company shall, and shall be permitted to, take all such steps as may reasonably be necessary

to cause the transactions contemplated by this Agreement, including any dispositions of Company Common Shares by each Person who is or

will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, to be exempt

under Rule 16b-3 under the Exchange Act.

Section 7.11          Financing

Cooperation; Assumption.

(a)          Prior

to the Closing Date, the Company shall use its commercially reasonable efforts to provide, and shall use its commercially reasonable efforts

to cause its Representatives to provide, and shall cause each Subsidiary of the Company to use its commercially reasonable efforts to

provide, to Parent and Merger Sub, in each case at Parent’s sole expense, all cooperation reasonably necessary and customary in

connection with the arrangement of the Debt Financing, which cooperation is reasonably requested in writing by Parent and will include

using commercially reasonable efforts to:

(i)          upon

reasonable notice, the Company shall direct senior management of the Company or its Subsidiaries with appropriate seniority and expertise

to participate in a reasonable number of meetings and presentations with bona fide prospective lenders at reasonable times and with reasonable

advance notice and which such meetings shall be telephonic or by videoconference unless otherwise agreed to by the Company;

(ii)          assist

with the preparation of customary materials for bank information memoranda and similar marketing documents reasonably necessary in connection

with the Debt Financing and provide reasonable cooperation with the due diligence efforts of any source of any Debt Financing to the extent

reasonable and customary for financings similar to the Debt Financing; in each case in this clause: (A) subject to customary confidentiality

provisions and disclaimers; (B) as reasonably requested by Parent; and (C) limited to information to be contained therein with

respect to the Acquired Companies;

(iii)          (A) furnish

Parent and the Debt Financing Sources reasonably promptly upon written request with such financial and other pertinent business information

relating to the Acquired Companies as may be reasonably requested by Parent, as is usual and customary financings similar to the for Debt

Financing and reasonably available and prepared by or for the Acquired Companies in the ordinary course of business, and (B) provide

the Debt Financing Sources, or their Representatives, reasonable access during normal business hours, upon reasonable notice and subject

to customary access agreements, to the Company Properties in connection with Parent’s efforts to arrange and consummate the Debt

Financing;

(iv)          assist

with the preparation of customary definitive loan documentation contemplated by the Debt Financing (including schedules), including any

customary guarantee, pledge and security documents, with such documents subject to the occurrence of, and to be effective no earlier than,

the Closing Date and such documents to be consistent with the terms and conditions of the Debt Commitment Letter;

(v)          to

the extent reasonably requested by Parent and necessary in connection with the Debt Financing, use commercially reasonable efforts to

obtain estoppels and certificates from tenants, lenders, managers, franchisors, ground lessors, ground lessees and counterparties to reciprocal

easement agreements, declarations and similar agreements under Permitted Encumbrances; and

(vi)          provide

to Parent upon written request all documentation and other information with respect to the Acquired Companies reasonably requested by

regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including

the PATRIOT Act in connection with the Debt Financing, that has in each case been requested by Parent in writing at least eight (8) Business

Days prior to the Closing Date;

provided, however, that notwithstanding

anything to the contrary in this Section 7.11(a), the Company and its Subsidiaries shall not be required to provide any information,

documents or materials pursuant to this Section 7.11(a) to the extent such information, documents or materials have been

(x) made available to Parent or its Representatives in the electronic data room established in connection with the transactions contemplated

by this Agreement or (y) otherwise provided to, or are in the possession of or reasonably accessible to, Parent or its Representatives.

(b)          The

Company shall use commercially reasonable efforts to deliver to Parent at least two (2) Business Days prior to the Closing Date an

appropriate and customary payoff letter with respect to the Indebtedness set forth on Section 7.11(b) of the Company

Disclosure Letter (the “Payoff Letters”), specifying the aggregate payoff amount of the Company’s obligations

(including principal, interest, fees, Expenses, premium (if any) and other amounts payable in respect of such Indebtedness) that will

be outstanding under such Indebtedness as of the Closing and providing for a release of all guarantees (subject to customary surviving

obligations) and Liens, if any, thereunder upon the receipt of the payoff amounts specified in the Payoff Letters (it being understood

and agreed that Parent and Merger Sub shall be responsible for paying all amounts under the Payoff Letters, and which releases shall only

be effective at or after the Closing).

the terms and subject to the conditions set forth in this Agreement, the Company shall use, and cause each Subsidiary of the Company to

use, its and their respective commercially reasonable efforts to take any actions that are reasonably requested by Parent in writing to

obtain any Assumption; provided that no Acquired Company shall be required, directly or indirectly, to become subject to, or consent

or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order to sell, divest,

license, hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change the assets, operations or

business of any Acquired Company, unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable

to such Acquired Company only from and after the Closing in the event that the Closing occurs; provided, further, that in

no event shall any Acquired Company be required to (i) amend, modify, supplement or waive the terms and conditions of the outstanding

Indebtedness or guarantees thereof, including changing any of the parties subject to the obligations of such Indebtedness or guarantees,

of any Acquired Company, make any principal payments or financial covenant modifications, forfeit any rights, establish any reserves,

cash sweep requirements or cash traps, or pay any other charges, including any “make-whole” premium or other prepayment penalty,

or deposit any security, in connection with obtaining any Assumption, in each case that is effective prior to the Closing or (ii) pay,

directly or indirectly, prior to the Closing any fee, penalty or other consideration, or incur any liability that is effective prior to

the Closing, to any third party for any Assumption. Parent acknowledges and agrees that obtaining any Assumption is not a condition to

Closing and that the consummation of the transactions contemplated by this Agreement shall not be conditioned on, or delayed or postponed

as a result of the obtaining of (or the failure to obtain) any Assumption. For the avoidance of doubt, the Parties hereto acknowledge

and agree that the provisions contained in this Section 7.11(c) represent the sole obligation of the Acquired

Companies and their respective Affiliates with respect to cooperation in connection with the Assumptions.

(d)          The

Company shall have satisfied its obligations set forth in Section 7.11(a), Section 7.11(b) and

Section 7.11(c) if the Company shall have used its commercially reasonable efforts to comply with such

obligations whether or not any applicable deliverables are actually obtained or provided. Notwithstanding the foregoing, the Company

shall not be required to provide, or cause its Subsidiaries or its or its Subsidiaries’ respective Representatives to provide,

cooperation under Section 7.11 to the extent that it: (i) unreasonably interferes with the ongoing business

of the Acquired Companies; (ii) requires the Acquired Companies to take any action that would reasonably be expected to cause the

Acquired Companies to incur any liability (including any commitment fees and expense reimbursement) in connection with the Financing

or any Assumption prior to the Closing; (iii) requires the Acquired Companies or their respective Representatives to execute, deliver

or enter into, or perform any agreement, document, certificate, affidavit or instrument with respect to the Financing (other than with

respect to customary authorization letters with respect to bank information memoranda) or any Assumption or adopt resolutions approving

the agreements, documents and instruments pursuant to which the Financing or any Assumption is obtained that is not conditioned on the

occurrence of Closing or that would be effective prior to Closing; (iv) requires the Acquired Companies or their counsel to give

any legal opinion; (v) requires the Acquired Companies to provide any information that is prohibited or restricted by applicable

Law; (vi) provide access to or disclose information that the Company or any of its Subsidiaries determines in good faith would reasonably

be expected to result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege

(provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does

not result in the events set out in this clause (vi)); (vii) requires the Acquired Companies to take any action that is prohibited

or restricted by, or would reasonably be expected to conflict with or violate, its organizational documents, or would reasonably be expected

to result in a violation or breach of, or default under, any Contract, Material Company Lease or Permitted Encumbrance to which any of

the Acquired Companies is a party, in each case, to the extent not created in contemplation hereof, or any applicable Laws; (viii) would

reasonably be expected to result in any Acquired Company or any Representative of the Acquired Companies incurring personal liability

with respect to any matter relating to the Financing or any Assumption or requires any Representative of the Company or any of its Subsidiaries

to deliver any certificate that such Representative reasonably believes, in good faith, contains any untrue certifications; (ix) requires

the Acquired Companies or their Representatives, as applicable, to waive or amend any terms of this Agreement; or (x) such cooperation

causes any representation, warranty, covenant or other term in this Agreement to be breached or causes any Closing condition set forth

in Article 8 to fail to be satisfied. In no event shall the Company be in breach of this Agreement because of the failure

to deliver any financial or other information that is not currently readily available to the Acquired Companies (other than information

which an Acquired Company is entitled to receive and actually receives following request pursuant to any Management Agreement) on the

date hereof or is not otherwise prepared in the ordinary course of business of Acquired Companies at the time requested by Parent or

for the failure to obtain review of any financial or other information by its accountants and in no event shall the Company or its Subsidiaries

be required to provide or assist in the preparation of any projections or “pro forma” financial statements. In no event shall

the Acquired Companies be required to pay any commitment or other fee or give an indemnity or incur any liability (including due to any

act or omission by the Company, its Subsidiaries or any of their respective Affiliates or Representatives) or expense (including legal

and accounting expenses) in connection with assisting Parent and Merger Sub in arranging the Financing or any Assumption or as a result

of any information provided by the Company, its Subsidiaries or any of their respective Affiliates or Representatives in connection with

the Financing or any Assumption. None of the representations, warranties or covenants of the Company set forth in this Agreement shall

be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company, any of its Subsidiaries, or any of

their respective Representatives at the request of Parent pursuant to Section 7.11. For the avoidance of doubt,

the Parties hereto acknowledge and agree that the provisions contained in this Section 7.11 represent the sole

obligation of the Acquired Companies and their respective Affiliates with respect to cooperation in connection with the Debt Financing.

Notwithstanding anything to the contrary in this Agreement, the Company, its Subsidiaries and its Representatives shall be deemed to

have performed in all material respects all obligations, and complied in all material respects with all agreements and covenants, required

to be performed by it under Section 7.11, and any breach by the Company or its Subsidiaries or its Representatives

of any of the covenants required to be performed by it under this Section 7.11 shall not be considered in determining

the satisfaction of any condition to Closing set forth in this Agreement, including the condition to Closing set forth in Section 8.3(b),

or in determining the entitlement of any party to terminate this Agreement, including any entitlement to termination arising from Section 9.1,

other than, for purposes of (x) determining the satisfaction of the condition to Closing set forth in Section 8.3(b),

or (y) the entitlement of Parent or Merger Sub to terminate this Agreement, in each case, as a result of a Willful Breach of this

Section 7.11 by the Company or any of its Subsidiaries.

(e)          Parent

shall reimburse the Acquired Companies promptly upon demand for all reasonable out-of-pocket costs and expenses (including reasonable

attorneys’ and accountants’ fees) incurred by the Acquired Companies and their Representatives in connection with the cooperation

under Section 7.11, any action taken by them at the request of Parent pursuant to Section 7.11

(including the dissolution and termination of any subsidiaries formed and documentation entered into pursuant to Section 7.11),

and shall indemnify, defend and hold harmless the Acquired Companies and their Representatives and each of the Acquired Companies’

and their Representatives’ respective present and former trustees, directors, officers, employees and agents (collectively, the

“Financing Indemnified Parties”) from and against any and all costs, expenses, losses, damages, claims, judgments,

fines, penalties, interest, settlements, awards and liabilities suffered or incurred by any of them in connection with the arrangement

and consummation of the Financing or any Assumption and any information used in connection therewith, except in the event such matters

arose out of or resulted from the intentional misrepresentation of or willful misconduct by the Company, its Subsidiaries or any of its

or their respective Affiliates or Representatives. The provisions of this Section 7.11(e) are intended

to be for the benefit of, and shall be enforceable by, each of the foregoing Financing Indemnified Parties. This Section 7.11(e) shall

survive the termination of this Agreement, and is intended to benefit, and may be enforced following consummation of the Merger and the

Closing or any termination of this Agreement, by Affiliates and Representatives of the Acquired Companies, in each case, who are each

third-party beneficiaries of this Section 7.11(e). In the event the Merger and the other transactions contemplated

hereby are not consummated, Parent shall promptly reimburse the Company for any reasonable out-of-pocket costs incurred by the Company

and its Subsidiaries in connection with the cooperation under Section 7.11 and not previously reimbursed.

(f)          After

the later of the No-Shop Period Start Date and, in the event there is an Excluded Party, the Cut-Off Time in respect of the last Excluded

Party, at the reasonable request of Parent with and subject to the consent of the Company (in its sole discretion, but subject to reasonable

consultation with Parent), the Company shall use commercially reasonable efforts to file a Form 8-K with the SEC disclosing information

identified by Parent relating to the Company for purposes of permitting such information to be included in the debt marketing materials

to be provided to potential investors who do not wish to receive material nonpublic information with respect the Company or its securities.

Section 7.12          Financing.

(a)          Each

of Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause

to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing in an amount required to satisfy

the Required Amount not later than the Closing Date on the terms and conditions described in or contemplated by the Financing Commitment

Letters (including complying with any valid request requiring the exercise of “market flex” provisions in the Debt Commitment

Letters) (or on other terms with respect to conditionality, availability, timing and amount that are not less favorable to Parent and

Merger Sub than those set forth in the Financing Commitment Letters on the date hereof and otherwise on terms and conditions as would

not have any result, event or consequence described in any of clauses (A) through (D) of Section 7.12(c)),

including using reasonable best efforts to (i) maintain in full force and effect the Financing Commitment Letters and the Guarantees,

(ii) negotiate and execute definitive agreements with respect to the Debt Financing required to pay the Required Amount (after taking

into account any available Equity Financing) on the terms and conditions contained in the Debt Commitment Letters (which may reflect “market

flex” provisions in the Debt Commitment Letters) (or on other terms with respect to conditionality, availability, timing and amount

that are not less favorable to Parent and Merger Sub, than those set forth in the Financing Commitment Letters on the date hereof and

otherwise on terms and conditions as would not have any result, event or consequence described in any of clauses (A) through (D) of

Section 7.12(c)) (such definitive agreements, the “Definitive Financing Agreements”), (iii) satisfy

and comply with on a timely basis (except to the extent that Parent and Merger Sub have obtained the waiver of) all conditions and covenants

to the funding or investing of the Financing required to pay the Required Amount applicable to Parent or Merger Sub in the Financing Commitment

Letters and the Definitive Financing Agreements that are to be satisfied by Parent or Merger Sub, (iv) consummate the Financing in

an amount required to pay the Required Amount at or prior to the Closing, and (v) enforce its rights under the Financing Commitment

Letters and the Guarantees. Without limiting the generality of the foregoing, Parent shall, and shall cause each of its Affiliates to,

take all actions necessary to enforce its rights under the Financing Commitment Letters and the Guarantee. Neither of Parent nor Merger

Sub shall release or consent to the termination of the obligations of any investor to provide the Equity Financing if such release or

termination would cause the Equity Financing, together with proceeds of the Debt Financing, to be less than the Required Amount, or release

or consent to the termination of obligations under the Guarantee.

(b)          In

the event that any portion of the Debt Financing in an amount required to pay the Required Amount (after taking into account any available

Equity Financing) becomes unavailable on the terms and conditions (including any “market flex” provisions) contemplated in

the Debt Commitment Letters, Parent shall promptly (and in any event within twenty-four (24) hours) notify the Company of such unavailability

and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things

necessary, proper or advisable to arrange to obtain alternative financing on terms and conditions not less favorable to Parent (as determined

in the reasonable judgment of Parent) than the terms and conditions (including any “market flex” provisions) contained in

the Debt Commitment Letters (provided that, for the avoidance of doubt, any financing that has higher pricing, interest rates,

fees or other yield than as set forth in the Debt Commitment Letters after giving effect to the “market flex” provisions therein

shall be deemed less favorable to Parent) in an amount sufficient, when added to the portion of the Financing that is and remains available

and taking into account any available Equity Financing, to pay the Required Amount (“Alternative Financing”) and to

obtain and promptly provide the Company with a copy of the new executed commitment letter that provides for such Alternative Financing

(and any related executed fee letters and fee credit letter, as applicable, in connection therewith, copies of which shall be provided

to the Company (it being understood that any such fee letter and fee credit letter may be redacted as to fee amounts, “flex”

terms and other economic terms, so long as such redactions do not relate to any terms that may adversely affect the conditionality, enforceability,

availability or termination of the Alternative Financing Commitment Letter or reduce the aggregate principal amount of the Debt Financing))

(the “Alternative Financing Commitment Letter”). For purposes of this Agreement (other than with respect to representations

in this Agreement made by Parent or Merger Sub that speak to the date of this Agreement) references to (i) the “Financing”

and “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letters and any such Alternative

Financing, (ii) the “Financing Commitment Letters” and the “Debt Commitment Letters” shall include the Debt

Commitment Letters to the extent not superseded by the Alternative Financing Commitment Letter and any such Alternative Financing Commitment

Letter, (iii) the “Definitive Financing Agreements” shall include the definitive documentation relating to the debt financing

completed by the Debt Commitment Letters and any such Alternative Financing and (iv) the “Debt Financing Sources” shall

include the financial institutions and other entities party to any Alternative Financing Commitment Letter.

Parent nor Merger Sub shall permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other

modification or waiver of any provision or remedy under, (i) any Equity Commitment Letter (other than to increase the amount of Equity

Financing available thereunder), (ii) any Guarantee or (iii) the Debt Commitment Letters, in each case, without the prior written

consent of the Company, if such amendment, restatement, supplement, termination, modification or waiver would (A) impose new or additional

conditions precedent to the funding of the Financing or would otherwise adversely change, amend, modify or expand any of the conditions

precedent to the funding of the Financing, (B) be reasonably expected to prevent or delay the availability of all or a portion of

the Financing necessary to pay the Required Amount or the consummation of the transactions contemplated by this Agreement, (C) reduce

the aggregate amount of the Financing below the amount necessary to pay the Required Amount, or (D) otherwise adversely affect the

ability of Parent or Merger Sub to enforce their rights under the Financing Commitment Letters; provided that Parent may amend

the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the

Debt Commitment Letters as of the date of this Agreement, subject to the restrictions set forth in the Nondisclosure Agreement. For purposes

of this Agreement (other than with respect to representations in this Agreement made by Parent or Merger Sub that speak as of the date

of this Agreement), references to (i) the “Equity Financing”, “Debt Financing” and “Financing”

will include the financing contemplated by the Financing Commitment Letters as permitted by this Section 7.12

to be amended, restated, replaced, supplemented or otherwise modified or waived and (ii) the “Debt Commitment Letters”,

“Equity Commitment Letters” or “Financing Commitment Letters” shall include such documents as permitted by this

Section 7.12(c) to be amended, restated, replaced, supplemented or otherwise modified or waived, in each

case from and after such amendment, restatement, replacement, supplement or other modification or waiver. Notwithstanding anything to

the contrary in this Agreement, in no event shall any Alternative Financing Commitment Letter, or any amendment, restatement, amendment

and restatement, modification or supplement to, or replacement of, the Debt Commitment Letters, be deemed to adversely expand the obligations

of the Company and its Subsidiaries to assist with respect to the Debt Financing under Section 7.11.

(d)          Prior

to the Closing Date, (i) upon the request of the Company, Parent shall keep the Company reasonably informed in reasonable detail

of the status of its efforts to arrange and consummate the Debt Financing and (ii) Parent shall promptly inform the Company upon

the occurrence of any material development with respect to the Debt Financing. Further, Parent shall give the Company prompt written notice

(and in any event within twenty-four (24) hours) after Parent or Merger Sub obtains knowledge (i) of any default or breach (or any

event that, with or without notice, lapse of time or both, could, or could reasonably be expected to, give rise to any default or breach)

by any party under any of the Financing Commitment Letters or the Definitive Financing Agreements, (ii) of any termination of any

of the Financing Commitment Letters, (iii) of the receipt by Parent or Merger Sub of any written notice or other written communication

from any investor or Debt Financing Source with respect to any (A) actual or potential default, breach, termination or repudiation

of any Financing Commitment Letter or any Definitive Financing Agreement, or any material provision thereof, in each case by any party

thereto, or (B) material dispute or disagreement between or among any parties to any Financing Commitment Letter or the Definitive

Financing Agreements that would reasonably be expected to prevent or materially delay the Closing or make the timely funding of the Financing

required to pay the Required Amount on the Closing Date materially less likely to occur or give rise to a right of termination under any

such arrangement and (iv) of the occurrence of any event or development that would reasonably be expected to adversely impact the

ability of Parent or Merger Sub to obtain all or any portion of the Financing necessary to pay the Required Amount. Without limitation

of the foregoing, upon the request of the Company from time to time, Parent will promptly update the Company on the activity and developments

of its efforts to arrange and obtain the Financing, including by providing copies of all definitive agreements (and drafts of all offering

documents and marketing materials) related to the Financing, and any amendments, modifications or replacements to any Financing Commitment

Letters (or any Alternative Financing Commitment Letter).

(e)          Each

of the Parent Parties shall, and shall cause their respective Subsidiaries and Affiliates to, use commercially reasonable efforts to take,

or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain or complete the

Assumptions.

(f)          Parent

acknowledges and agrees that obtaining the Debt Financing is not a condition to Closing and that the consummation of the transactions

contemplated by this Agreement shall not be conditioned on, or delayed or postponed as a result of, the obtaining of (or the failure to

obtain) the Debt Financing.

Section 7.13          Takeover

Statutes. The Parties shall use their respective commercially reasonable efforts (a) to take all action necessary so that no

Takeover Statute is or becomes applicable to the Merger or any of the other transactions contemplated by this Agreement, and (b) if

any such Takeover Statute is or becomes applicable to any of the foregoing, to take all action necessary so that the Merger and the other

transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement

and otherwise to eliminate or minimize the effect of such Takeover Statute or the restrictions in the Company Governing Documents or the

governing documents of the Parent Parties (“Governing Document Restrictions”) on the Merger and the other transactions

contemplated by this Agreement. The Company and the Company Board shall not take any action on or after the date hereof to exempt any

Person (other than any Parent Party or their respective Affiliates) from or render inapplicable (i) the “Ownership Limit”

(as defined in the Company Declaration) (including by establishing or increasing an exemption of any Person from the “Ownership

Limit” under the Company Declaration) or other Governing Document Restrictions or (ii) any Takeover Statute of any jurisdiction.

Section 7.14          Treatment

of Company Indebtedness.

(a)          Trust

Preferred Securities. Upon written request of Parent at least seventy-five (75) days prior to the Closing Date, the Company shall

use commercially reasonable efforts to take, or cause to be taken, such actions as are reasonably necessary under the TRUPS Documents

to effect, substantially concurrently with Effective Time, subject to the consummation of the transactions contemplated by this Agreement

and the occurrence of the Closing, the redemption, repayment or satisfaction in full of the outstanding Junior Subordinated Notes issued

pursuant to the TRUPS Documents, including payment in full of the outstanding principal amount of such Junior Subordinated Notes, together

with all accrued and unpaid interest thereon to, but excluding, the applicable redemption, repayment or satisfaction date, and, in connection

therewith, the related redemption, repayment or satisfaction of the outstanding Trust Preferred Securities, together with all accrued

and unpaid distributions thereon to, but excluding, the applicable redemption or satisfaction date, and any other amounts required to

be paid under the TRUPS Documents in connection with such redemption, repayment, satisfaction or discharge, in each case in accordance

with, and subject to, the terms and conditions of the TRUPS Documents and applicable Law. Without limiting the foregoing, the Company

shall use commercially reasonable efforts to deliver, or cause to be delivered, any notices, certificates, opinions, instructions and

other documentation required to be delivered by the Company under the TRUPS Documents in connection with such redemption, repayment or

satisfaction, provided that the Company shall deliver a copy of any such notice, certificate, opinion, instruction and other documentation

to Parent at least three (3) Business Days prior to delivering or entering into such document and the Company shall include any proposed

changes thereon that Parent reasonably requests (and Parent shall consider in good faith comments of the Company and its counsel thereon).

Parent shall, or shall cause Merger Sub to, provide or make available to the Company (or Parent shall direct the Company or any of its

Subsidiaries to use funds on their balance sheet), immediately prior to the Effective Time, funds sufficient to pay the TRUPS Redemption

Amount. Notwithstanding anything to the contrary in this Agreement, the completion of the redemption, repayment or satisfaction of the

Junior Subordinated Notes or Trust Preferred Securities pursuant to the TRUPS Documents shall not be a condition to the obligations of

any party to consummate the Closing.

(b)          Senior

Notes.

(i)          Upon

written request of Parent, the Company shall, and shall cause its Subsidiaries and its and their Representatives to, as applicable, use

commercially reasonable efforts to (i) deliver to the Notes Trustee under the applicable Senior Notes Indenture, at the Effective

Time, a notice of optional redemption and any required customary officers’ certificates, in each case, in the form required by the

applicable Senior Notes Indenture and prepared by Parent and its counsel, for up to all of the outstanding aggregate principal amount

of any series of Senior Notes outstanding and identified by Parent pursuant to the redemption provisions of the applicable Senior Notes

Indenture and the Senior Notes, and (ii) provide assistance reasonably requested by Parent to facilitate the redemption of any series

of Senior Notes identified by Parent or the satisfaction and discharge of any series of Senior Notes identified by Parent at the Effective

Time pursuant to the redemption and satisfaction and discharge provisions, respectively, and other applicable provisions of the applicable

Senior Notes Indenture (each, a “Discharge”); provided, however, that Parent shall have provided to the

Company a draft of any notice of redemption and officers’ certificates a reasonable period of time in advance of the distribution

and/or execution thereof to allow the Company and its counsel to review and comment on such notice of redemption and officers' certificates

(and Parent shall consider in good faith comments of the Company and its counsel thereon). Notwithstanding anything herein to the contrary,

in no event shall this Section 7.14(b) require the Company or any of its Subsidiaries to cause any redemption or Discharge

to be effective unless and until the Effective Time has occurred and Parent has provided or caused to be provided to the Notes Trustee

under the applicable Senior Notes Indenture funds (or Parent has directed the Company or any of its Subsidiaries to use funds on their

balance sheet) sufficient to effect any such redemption or Discharge in compliance with the provisions of such applicable Senior Notes

Indenture.

(ii)          Parent

or any Subsidiary of Parent will also be permitted to commence and conduct, in accordance with the terms of the Senior Notes Indentures

and applicable legal requirements, one or more exchange offers or consent solicitations with respect to any or all of the Senior Notes;

provided that, the closing of any such exchange offer or consent solicitation shall not be consummated prior to the Effective Time,

shall be subject to the occurrence of, the Effective Time, and any such transaction shall be funded solely using consideration provided

by Parent or any of its Subsidiaries. Parent shall consult with the Company regarding the material terms and conditions of any such transaction,

including the timing and commencement thereof and any exchange or consent deadlines. In the event that Parent or any Subsidiary of Parent

initiates any exchange offer or consent solicitation with respect to any Senior Notes, Parent shall give the Company and its counsel a

reasonable opportunity to review and comment on any disclosure in respect of the Company proposed to be included in any offering or marketing

documents related to such exchange offer or consent solicitation, including all amendments and supplements thereto, prior to the first

use of such documents or disseminating them to prospective investors, and shall consider any comments proposed by the Company or its counsel

in good faith. Each of the Company and its Subsidiaries shall use its commercially reasonable efforts to provide assistance reasonably

requested by Parent to facilitate any exchange offer or consent solicitation initiated by Parent or any Subsidiary of Parent in connection

with any Senior Notes, and, in each case, take any other actions reasonably requested by Parent that are customary or necessary in connection

therewith; provided that, prior to the Effective Time, neither the Company nor any of its Subsidiaries nor counsel for any of them

shall be required to furnish any certificates, legal opinions or negative assurance letters in connection with any exchange offer or consent

solicitation (other than, in connection with the execution of a supplemental indenture relating to a consent solicitation, the Company

delivering customary officers’ certificates (prepared by Parent and its counsel as described in the immediately following paragraph)

that are required to be delivered to the Notes Trustee under a Senior Notes Indenture, to the extent such certificates would not, in the

reasonable opinion of the Company, its counsel or the Notes Trustee under any Senior Notes Indenture, conflict with applicable legal requirements

or such Senior Notes Indenture and would be accurate in light of the facts and circumstances at the time delivered) or execute any other

instruments or agreements in connection therewith other than the supplemental indenture described in the immediately following paragraph

with respect to a consent solicitation. All legal opinions and negative assurance letters customary or required in connection with any

exchange offer or consent solicitation shall be delivered by counsel to Parent.

(iii)          Subject

to the receipt of any requisite consents in connection with any consent solicitation, the Company and its Subsidiaries shall use commercially

reasonable efforts to execute one or more supplemental indentures to the Senior Notes Indentures prepared by Parent and its counsel in

accordance with the Senior Notes Indentures, amending the terms and provisions of the Senior Notes Indentures as described in the applicable

consent solicitation, as reasonably requested by Parent, which supplemental indentures shall become effective upon the execution thereof

(or as otherwise contemplated in the applicable consent solicitation) and operative no earlier than, and subject to the occurrence of,

the Effective Time; provided, however, that (i) Parent shall have provided to the Company drafts of any supplemental

indenture and related officers’ certificates a reasonable period of time in advance of the execution thereof to allow the Company

and its counsel to review and comment on such supplemental indenture and officers’ certificates (and Parent shall consider in good

faith comments of the Company and its counsel thereon) and (ii) in no event shall the Company, its Subsidiaries or any of their respective

officers, directors or other Representatives have any obligation to authorize, adopt or execute any amendments or other agreement that

would, in the reasonable opinion of the Company, its counsel or the Notes Trustee under the Senior Notes Indentures, be inconsistent with

the terms of the Senior Notes Indentures or applicable legal requirements or that would become operative before the Effective Time. Notwithstanding

anything herein to the contrary, in no event shall this Section 7.14(b) require the Company or any of its Subsidiaries

to cause any supplemental indenture to become operative unless and until the Effective Time has occurred and Parent or a Subsidiary of

Parent has provided or caused to be provided to the Notes Trustee under the applicable Senior Notes Indenture funds (or Parent has directed

the Company or any of its Subsidiaries to use funds on their balance sheet) sufficient to pay any applicable fees owed to the holders

of any Senior Notes in compliance with the terms and conditions of any applicable exchange offer or consent solicitation initiated by

Parent or any Subsidiary of Parent with respect to any Senior Notes.

Section 7.15          Obligations

of the Parties. The Company shall take all actions necessary to perform its obligations under this Agreement. Parent shall take all

actions necessary to (a) cause the Parent Parties to perform their obligations under this Agreement and to consummate the Merger

on the terms and conditions set forth in this Agreement, and (b) ensure that, prior to the Closing, Merger Sub shall not conduct

any business or make any investments or incur or guarantee any Indebtedness other than as specifically contemplated by this Agreement.

Section 7.16          Tax

Matters.

(a)          The

Company and Parent shall reasonably cooperate in the preparation, execution and filing of all returns, questionnaires, applications or

other documents regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp taxes, any transfer,

recording, registration, conveyance, documentary and other fees and any similar taxes that become payable in connection with the transactions

contemplated by this Agreement (together with any related interest, penalties or additions to such taxes, “Transfer Taxes”),

and shall reasonably cooperate in attempting to minimize the amount of Transfer Taxes.

(b)          The

Company shall deliver to Hogan Lovells Cadwalader US LLP (or such other nationally recognized REIT counsel as may be reasonably acceptable

to both Parent and the Company) (“REIT Counsel”) an officer’s certificate (“REIT Officer’s Certificate”),

dated as of the Closing Date, and signed by an Officer of the Company and in form and substance substantially in the form of Exhibit B

or otherwise reasonably satisfactory to REIT Counsel and Parent, containing representations of the Company reasonably necessary or appropriate

to enable REIT Counsel to render the tax opinion set forth in Exhibit A hereto pursuant to Section 8.3(d).

Company shall cause each of its Subsidiaries that is a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of

the Code to elect to be treated as (or otherwise convert or merge into an entity that is) a disregarded entity for U.S. federal income

tax purposes effective prior to the Closing Date and shall provide timely evidence of the filing of such election, conversion or merger,

as applicable, on or before the Closing Date.

Section 7.17          Dividends.

Notwithstanding anything to the contrary in this Agreement, prior to the Closing Date, the Company may declare and pay dividends to its

shareholders, distributing cash in such amounts determined by the Company, in the reasonable discretion of the Company Board exercised

in good faith, on advice of counsel to the Company and after consultation with Parent, to be reasonably required to be distributed in

order for the Company to maintain its qualification as a REIT for such year and to avoid or reduce the incurrence of income or excise

Tax. In the event the Company makes any dividends or other distributions pursuant to this Section 7.17, the Merger Consideration

shall be decreased by an amount equal to the per share amount of any such dividend or other distribution on Company Common Shares so declared

or paid by the Company pursuant to this Section 7.17 (provided that the per share decrease shall be adjusted, if applicable,

in accordance with Section 3.1(b)).

Section 7.18          Deregistration

and Delisting. Prior to the Effective Time, the Company and, following the Effective Time, Parent and the Surviving Entity, shall

use reasonable best efforts to take, or cause to be taken, all actions, and to do or cause to be done all things necessary, proper or

advisable on its part under applicable Law and rules and policies of the New York Stock Exchange to cause the delisting of the Company

and of the Company Common Shares and the Company Series C Preferred Shares from the New York Stock Exchange as promptly as practicable

after the Effective Time and the deregistration of the Company Common Shares under the Exchange Act as promptly as practicable after such

delisting.

Section 7.19          Trustee

and Officer Resignations. If requested in writing by Parent at least five (5) Business Days prior to the Closing, the Company

shall use reasonable best efforts to obtain and deliver to Parent at the Closing, in form reasonably satisfactory to Parent, resignations

effective as of the Effective Time executed by each trustee, director and officer of any Acquired Company in office immediately prior

to the Effective Time.

Section 7.20          Requested

Transactions. During the period between (x) the later of the No-Shop Period Start Date and, in the event there is an Excluded

Party, the Cut-Off Time in respect of the last Excluded Party and (y) the earlier to occur of the Effective Time and the date, if

any, on which this Agreement is terminated pursuant to Article 9, the Company shall use its commercially reasonable efforts

to provide (at Parent’s sole cost and expense) such cooperation and assistance as Parent may reasonably request in writing to prepare

for sale any of the assets of the Company set forth on Section 7.20 of the Company Disclosure Letter (or the capital stock,

shares of beneficial interests, partnership interests or limited liability interests owned, directly or indirectly, by the Company in

the applicable Subsidiary of the Company that directly owns any such assets) at a price (provided that the Company shall not be

required to sell any such assets for less than reasonably equivalent value) and on terms as reasonably designated by Parent (the “Requested

Transactions”) including by selling such assets to one or more entities designated by Parent (including its Affiliates) on the

Closing Date; provided, however, that (i) the prior written consent of the Company (which consent shall not be unreasonably

withheld, delayed or conditioned) shall be required if the Requested Transaction would involve the solicitation of, discussions, negotiations

or any other contact with, or provisions of access or information to, any third parties (including prospective purchasers) or their respective

Representatives, (ii) no Requested Transaction shall include a commitment or other binding obligation on the part of the Company

or any of its Subsidiaries that cannot be terminated without any penalty or payment of any fee or other amount prior to the Closing, (iii) in

no event shall the consummation of the Requested Transactions occur prior to the Closing Date but in all events shall be subject to the

Closing, (iv) none of the Requested Transactions shall delay or prevent the completion of the Merger or constitute a condition to

the consummation of the Merger (or subject the completion of the Merger to any uncertainty), (v) neither the Company nor any Subsidiary

of the Company shall be required to take any action in contravention of any Laws or the declaration of trust or bylaws or similar organizational

documents of the Company or such Subsidiary, (vi) the Requested Transactions (or the inability to complete any or all Requested Transactions)

shall not affect or modify in any respect the obligations of the Parent Parties under this Agreement, including payment of the Merger

Consideration or the obligation to complete the Merger in accordance with the terms of this Agreement, (vii) neither the Company

nor any Subsidiary of the Company shall be required to take any action that (x) would adversely affect the classification of the

Company as a REIT, (y) would reasonably be expected to cause the Company to be subject to “prohibited transactions” Taxes

or other material Taxes under Sections 857(b), 860(c) or 4981 of the Code (or other material entity-level Taxes) or (z) would

be reasonably likely to prevent counsel from delivering the opinion described in Section 8.3(e) in the form set forth

in Exhibit A, (viii) no Requested Transactions shall require any of the Acquired Companies to give any legal opinions

or fairness or solvency opinions, (ix) no Requested Transaction shall require any Acquired Company to take any action that unreasonably

interferes with the ongoing business of the Acquired Companies, (x) no Requested Transactions shall require any Acquired Company,

prior to the Closing, to incur any liability (including any commitment fees and expense reimbursement) in connection therewith, (xi) neither

the Company nor any Subsidiary of the Company shall be required to provide any material non-public information to any third party other

than Parent and its Affiliates or their respective Representatives, and (xii) no Requested Transaction shall require any Acquired

Company to pay any commitment or other fee or give an indemnity or incur any liability (including due to any act or omission by the Company,

its Subsidiaries or any of their respective Affiliates or Representatives) or expense (including legal and accounting expenses) in connection

with assisting Parent and Merger Sub in arranging such Requested Transaction or as a result of any information provided by the Company,

its Subsidiaries or any of their respective Affiliates or Representatives in connection with such Requested Transaction. Such actions

or transactions shall be undertaken in the manner (including in the order) specified by Parent and, subject to the limits set forth above

and except as agreed by Parent and the Company, such actions or transactions shall be implemented on the Closing Date contingent on Closing;

provided that in no event shall the consummation of the Requested Transactions occur prior to the Closing Date. Notwithstanding

anything to contrary in this Agreement, any breach by the Company or its Subsidiaries or its Representatives of any of the covenants required

to be performed by it under this Section 7.20 shall not be considered in determining the satisfaction of any condition to

Closing set forth in this Agreement, including the condition to Closing set forth in Section 8.3(a), or in determining the

entitlement of any party to terminate this Agreement, including any entitlement to termination arising from Section 9.1. Without

limiting the foregoing, none of the representations, warranties or covenants of the Acquired Companies shall be deemed to apply to, or

be deemed to be breached or violated by, and no condition set forth in Article 8 shall be deemed to have failed to be satisfied

as a result of, the transactions or cooperation contemplated by this Section 7.20. The Company shall not be deemed to have

made an Adverse Recommendation Change or entered into or agreed to enter into an Alternative Acquisition Agreement as a result of providing

any cooperation or taking any actions to the extent requested by Parent in connection with a Requested Transaction. The consummation of

any Requested Transaction shall not constitute consummation of a Competing Proposal for purposes of Section 9.3(b)(iii), nor

shall any Competing Proposal made in respect of a Requested Transaction constitute a Competing Proposal for purposes of Section 9.3(b)(iii).

If this Agreement is validly terminated in accordance with Article 9 without the Closing having occurred, the Parties shall

take all actions necessary to reverse or otherwise not consummate any such transactions, without any liability to any Acquired Company.

Parent shall promptly reimburse the Company for all reasonable out-of-pocket costs incurred by the Company in connection with any actions

taken by the Company in accordance with this Section 7.20 (including reasonable fees and expenses of its Subsidiaries) and

Parent hereby agrees to indemnify and hold harmless the Company Board, the Company, its Subsidiaries and their respective Affiliates and

Representatives (the “Requested Transactions Indemnified Persons”) from and against any and all liabilities, losses,

damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with or as a result

of taking such actions (it being understood that the indemnification obligations of Parent and Merger Sub in this Section 7.20

are for the express benefit of and may be enforced by each Requested Transactions Indemnified Person, whether or not such Person is a

party to this Agreement).

Section 7.21          Series C

Preferred Shares Cooperation. Upon written request of Parent, at any time following the date of this Agreement and not less than two

(2) days prior to the Closing Date, the Company shall, and shall cause its Subsidiaries and its and their Representatives to, as

applicable, use commercially reasonable efforts to promptly deliver to the record holders of the Company Series C Preferred Shares,

the transfer agent and any other Person entitled thereto under the Company Declaration, any notice of Parent’s intention to effect,

subsequent to and conditioned upon the occurrence of the Effective Time, a repurchase of the Company Series C Preferred Shares, cash

out merger or liquidation, as directed by Parent, such notice to be in the form required by the Company Declaration and prepared by Parent

and its counsel and to include (a) a description of the holders’ special redemption right under the terms of the Company Series C

Preferred Shares, and (b) such other notices and information required by Article SIXTH of the Company Declaration, in each case

which would arise as a result of the effectiveness of the Merger. Parent shall provide to the Company a draft of any such notice a reasonable

period of time in advance of its distribution to allow the Company and its counsel to review and comment thereon, and Parent shall consider

in good faith any comments proposed by the Company or its counsel. Notwithstanding anything herein to the contrary, in no event shall

any such repurchase, cash out merger or liquidation become effective, or any related notice to be issued on a basis that is irrevocable,

unless and until the Effective Time has occurred (and such notice shall automatically be revoked and of no force or effect if the Closing

is not consummated (including if this Agreement is terminated), and the completion of any such repurchase, cash out merger or liquidation

shall not be a condition to the obligations of any Party to consummate the Closing.

Article 8

CONDITIONS

Section 8.1          Conditions

to Each Party’s Obligation to Effect the Merger. The respective obligations of the Parties to effect the Merger and to consummate

the other transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction or, to the extent permitted

by Law, valid waiver by each of the Parties at or prior to the Closing of the following conditions:

(a)          Approvals.

(i) The Shareholder Approval shall have been obtained in accordance with applicable Law and the Company Governing Documents, and

(ii) the Consents of each Governmental Authority set forth in Section 8.1(a) of the Company Disclosure Letter shall

have been obtained or shall have occurred, as applicable, and shall be in full force and effect.

(b)          No

Injunctions or Restraints. No Order issued by any Governmental Authority of competent jurisdiction prohibiting consummation of the

Merger shall be in effect, and no Law shall have been enacted, entered, promulgated or enforced by any Governmental Authority after the

date of this Agreement that, in any case, prohibits, restrains, enjoins or makes illegal the consummation of the Merger.

Section 8.2          Conditions

to Obligations of the Company. The obligations of the Company to effect the Merger and to consummate the other transactions contemplated

by this Agreement are subject to the satisfaction or, to the extent permitted by Law, waiver by the Company, at or prior to the Closing,

of the following additional conditions:

(a)          Representations

and Warranties. (i) The representations and warranties of the Parent Parties set forth in Section 5.1

(Organization and Qualification), Section 5.2 (Authority) and Section 5.11

(Brokers) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though

made as of the Closing Date, and (ii) each of the other representations and warranties of the Parent Parties contained in this Agreement

shall be true and correct (without giving effect to any materiality or Parent Material Adverse Effect qualifications set forth therein)

in all material respects as of the date of this Agreement and as of the Closing Date, as though made as of the Closing Date, except, in

each case, representations and warranties that are made as of a specific date shall be true and correct (without giving effect to any

materiality or Parent Material Adverse Effect qualifications set forth therein) in all material respects only on and as of such date.

(b)          Performance

of Covenants and Obligations of the Parent Parties. The Parent Parties shall have performed in all material respects all obligations,

and complied in all material respects with all agreements and covenants, required to be performed by them under this Agreement on or prior

to the Closing Date.

of Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date, signed on behalf of Parent

by an executive officer of Parent, certifying that the conditions set forth in Section 8.2(a) and Section 8.2(b) have

been satisfied.

Section 8.3          Conditions

to Obligations of the Parent Parties. The obligations of the Parent Parties to effect the Merger and to consummate the other transactions

contemplated by this Agreement are subject to the satisfaction or, to the extent permitted by Law, waiver by Parent at or prior to the

Closing, of the following additional conditions:

(a)          Representations

and Warranties. (i) The representations and warranties of the Company set forth in Section 4.1(a) and

Section 4.1(b) (Organization and Qualification; Subsidiaries), Section 4.2

(Authority; Approval Required), Section 4.20 (Brokers), Section 4.21

(Opinion of Financial Advisor), Section 4.22 (Takeover Statutes) shall be true and correct in

all material respects as of the date of this Agreement and as of the Closing Date, as though made as of the Closing Date, (ii) the

representations and warranties set forth in Section 4.4(a) and Section 4.4(b) (Capital

Structure) shall be true and correct in all respects, except for failures of such representations and warranties to be true and correct

that, in the aggregate, would not result in more than a de minimis increase in the aggregate consideration payable by the Parent

Parties pursuant to Article 3 of this Agreement, as of the date of this Agreement and as of the Closing Date,

as though made as of the Closing Date, and (iii) each of the other representations and warranties of the Company set forth in Article 4

of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date, as though made as of the Closing

Date, except (A) in each case of clauses (i), (ii) and (iii), representations and warranties that are made as of a specific

date shall be true and correct only on and as of such date, and (B) in the case of clause (iii) where the failure of such representations

or warranties to be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualifications set forth

therein), individually or in the aggregate, does not have and would not reasonably be expected to have a Company Material Adverse Effect.

(b)          Performance

of Covenants and Obligations of the Company. The Company shall have performed in all material respects all obligations, and complied

in all material respects with all agreements and covenants, required to be performed by it under this Agreement (excluding Section 7.11

(other than as a result of Willful Breach) and Section 7.20) on or prior to the Closing Date.

Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect

that is continuing.

(d)          Delivery

of Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed on behalf of the

Company by an Officer certifying that the conditions set forth in Section 8.3(a), Section 8.3(b) and

Section 8.3(c) have been satisfied.

(e)          REIT

Opinion. Parent shall have received a written tax opinion of REIT Counsel, substantially in the form of Exhibit A to this

Agreement and dated as of the Closing Date (which such opinion shall be subject to customary assumptions, qualifications and representations,

as set forth in such form opinion, including representations made by the Acquired Companies in the REIT Officer’s Certificate, and

which may contain such changes or modifications from the language set forth in such form as may be deemed reasonably necessary or appropriate

by REIT Counsel; provided that such opinion and REIT Officer’s Certificate remain substantially in the forms of Exhibit A

and Exhibit B, and agreed to by Parent (with such agreement not to be unreasonably withheld, conditioned or delayed)), to

the effect that beginning with its taxable year ended December 31, 2019 and through and including its short taxable year that ends

on the Effective Time, the Company has been organized and operated in conformity with the requirements to qualify as a REIT under the

Code.

Section 8.4          Failure

of Closing Conditions. None of the Parent Parties, on the one hand, nor the Company, on the other hand, may rely on the failure of

any condition set forth in Section 8.1, Section 8.2 or Section 8.3, as the case may be, to be satisfied

(or to be able to be satisfied) to excuse it from its obligation to effect the Merger if such failure (or inability to be satisfied) was

caused by such Party’s failure to comply with or perform its obligations under this Agreement (excluding, with respect to the Company,

Section 7.11 (to the extent such failure to perform does not constitute a Willful Breach) and Section 7.20).

Article 9

TERMINATION; FEES AND EXPENSES; AMENDMENT

Section 9.1          Termination.

This Agreement may be terminated and the Merger and the other transactions contemplated by this Agreement may be abandoned at any time

prior to the Effective Time, notwithstanding receipt of the Shareholder Approval (except as otherwise specified in this Section 9.1):

(a)          by

mutual written consent of each of the Company and Parent;

(b)          by

either the Company or Parent, upon prior written notice to the other Party:

(i)          if

the Merger shall not have occurred on or before 11:59 p.m. (New York City time) on January 19, 2027 (the “Outside Date”);

provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(b)(i) shall

not be available to any Party if the primary cause of such failure of the Merger to be consummated by the Outside Date was the failure

of such Party (and, in the case of Parent, including the failure of the other Parent Parties) to perform in all material respects any

of its obligations, covenants or agreements under this Agreement;

(ii)          if

any Governmental Authority of competent jurisdiction shall have issued an Order permanently restraining or otherwise prohibiting the transactions

contemplated by this Agreement, and such Order shall have become final and non-appealable (provided, however, that the right

to terminate this Agreement under this Section 9.1(b)(ii) shall not be available to a Party if the issuance of such final,

non-appealable Order was primarily due to the failure of such Party (and, in the case of Parent, including the failure of the other Parent

Parties) to perform in all material respects any of its obligations, covenants or agreements under this Agreement); or

(iii)          if

the Shareholder Approval shall not have been obtained at the Shareholders Meeting, duly convened therefor or at any adjournment or postponement

thereof at which a vote on the approval of the Merger was taken;

the Company, upon prior written notice to Parent:

(i)          if

a breach of any representation or warranty or failure to perform any obligation, covenant or agreement on the part of any of the Parent

Parties set forth in this Agreement, has occurred that would cause any of the conditions set forth in Section 8.1 or Section 8.2

not to be satisfied (a “Parent Terminating Breach”), which breach or failure to perform cannot be cured, or, if capable

of cure, has not been cured by the earlier of (A) thirty (30) days following the delivery of written notice thereof from the Company

to Parent and (B) two (2) Business Days prior to the Outside Date; provided, however, that the Company shall not

have the right to terminate this Agreement pursuant to this Section 9.1(c)(i) if a Company Terminating Breach shall have

occurred and be continuing at the time the Company delivers notice of its election to terminate this Agreement pursuant to this Section 9.1(c)(i);

(ii)          if,

at any time prior to receipt of the Shareholder Approval, the Company Board (or a committee thereof) shall have determined to terminate

this Agreement in accordance with Section 7.3(g) in order to enter into an alternative Acquisition Agreement with respect

to a Superior Proposal in accordance with Section 7.3(g); provided, however, that this Agreement may not be

so terminated (and such termination shall not be effective) unless (A) prior to or concurrently with such termination the Company

pays the Company Termination Payment in accordance with and as required by Section 9.3(b), and (B) concurrently with

the occurrence of such termination the alternative Acquisition Agreement relating to such Superior Proposal is entered into by the Company;

(iii)          if

(A) all of the conditions set forth in Section 8.1 and Section 8.3 have been and continue to be satisfied

or waived (other than those conditions that by their nature are to be satisfied at the Closing; provided that each such condition

is, at the time of delivery of the notice referred to in the following clause (B) of this Section 9.1(c)(iii), capable

of being satisfied as if such time were the Closing), (B) on or after the date the Closing should have occurred pursuant to Section 2.2,

the Company has delivered an irrevocable written notice to Parent to the effect that all of the conditions set forth in Section 8.1

and Section 8.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the

Closing; provided that each such condition is then capable of being satisfied as if such time were the Closing) and the Company

is ready, willing and able to consummate, and will consummate, the Closing at such time, and (C) the Parent Parties fail to consummate

the Closing within three (3) Business Days after delivery of the notice referenced in the preceding clause (B) of this Section 9.3(c)(iii) and

the Company was ready, willing and able to consummate the Closing during such three (3) Business Day period (it being understood

that during such three (3) Business Day period, neither Parent nor the Company shall be entitled to terminate this Agreement); or

(d)          by

Parent, upon prior written notice to the Company:

(i)          if

a breach of any representation or warranty or failure to perform any obligation, covenant or agreement on the part of the Company set

forth in this Agreement (other than the covenants contained in Section 7.3), has occurred that would cause any of the conditions

set forth in Section 8.1 and Section 8.3 not to be satisfied (a “Company Terminating Breach”),

which breach or failure to perform cannot be cured, or if capable of cure, has not been cured by the earlier of (A) thirty (30) days

following the delivery of written notice thereof from Parent to the Company and (B) two (2) Business Days prior to the Outside

Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 9.1(d)(i) if

a Parent Terminating Breach shall have occurred and be continuing at the time Parent delivers notice of its election to terminate this

Agreement pursuant to this Section 9.1(d)(i); or

(ii)          if,

at any time prior to receipt of the Shareholder Approval, the Company Board (or any committee thereof), for any reason, shall have effected

an Adverse Recommendation Change.

The Party desiring to terminate

this Agreement pursuant to this Section 9.1 (other than pursuant to Section 9.1(a)) shall give a notice of such

termination to the other Party setting forth the basis on which, and the subsection of this Section 9.1 pursuant to which,

such Party is terminating this Agreement.

Section 9.2          Effect

of Termination. In the event of the valid termination of this Agreement as provided in Section 9.1, this Agreement shall

forthwith become void and have no effect, without any liability or obligation on the part of the Company or the Parent Parties, except

that the Nondisclosure Agreement, the Guarantees and the provisions of Section 7.2 (Access to Information; Confidentiality),

Section 7.5 (Public Announcements), Section 7.11(e) (Financing Cooperation), the last two sentences

of Section 7.20 (Requested Transactions), this Section 9.2 (Effect of Termination), Section 9.3

(Fees and Expenses), Section 9.4 (Payment of Amount or Expenses), Section 9.5 (Amendment),

and Article 10 (General Provisions) of this Agreement shall survive the termination hereof and shall remain in full

force and effect, in each case, in accordance with the terms thereof; provided that no such termination shall relieve any Party

from any liability or damages resulting from any fraud, or for any Willful Breach of any of such Party’s covenants, obligations

or agreements set forth in this Agreement that occurs prior to such termination, subject only, with respect to any such liabilities of

the Company, to Section 9.3(b), determined taking into account all relevant factors, including the loss of the benefit of

the Merger to the Company and its equityholders (including the lost premium), all of which shall be deemed to be damages of the Company,

and with respect to any such liabilities of the Parent Parties, to Section 9.3(c) and Section 10.10(c).

Section 9.3          Fees

and Expenses.

(a)          Except

as otherwise provided in this Section 9.3, all Expenses shall be paid by the Party incurring such fees or Expenses,

whether or not the Merger is consummated, except that Parent shall pay, whether or not the Merger or any other transaction contemplated

by this Agreement is consummated, all costs and Expenses incurred in connection with the Paying Agent. Notwithstanding anything to the

contrary contained herein, Parent shall pay the amount of any documentary, sales, use, real property transfer, real property gains, registration,

value-added, transfer, stamp, recording and other similar Taxes, fees, and costs together with any interest thereon, penalties, fines,

costs, fees, additions to tax or additional amounts with respect thereto incurred in connection with this Agreement and the transactions

contemplated by this Agreement.

(b)          In

the event that:

(i)          this

Agreement is validly terminated by the Company pursuant to Section 9.1(c)(ii) (Superior Proposal);

(ii)          this

Agreement is validly terminated by (A) Parent pursuant to Section 9.1(d)(ii) (Adverse Recommendation Change)

or (B) by the Company pursuant to ‎‎Section 9.1(b)(iii) (Failure to Obtain Shareholder Approval)

(at a time when Parent could have terminated this Agreement pursuant to ‎‎Section 9.1(d)(ii) (Adverse Recommendation

Change)); or

(iii)          (A) this

Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i) (Outside Date) (and at the time

of such termination the Company would not have been entitled to terminate this Agreement pursuant to Section 9.1(c)(iii) (Parent

Failure to Close)) or Section 9.1(b)(iii) (Failure to Obtain Shareholder Approval), or by Parent pursuant

to Section 9.1(d)(i) (Company Terminating Breach), (B) a Competing Proposal shall have been publicly announced

or shall have become publicly disclosed or publicly known after the date of this Agreement and prior to the Shareholders Meeting and,

in either case, shall not have been publicly withdrawn or otherwise publicly abandoned, and (C) within twelve (12) months following

such termination, the Company (x) enters into a definitive written agreement providing for such Competing Proposal that is later

consummated or (y) consummates any Competing Proposal (provided that for purposes of this Section 9.3(b)(iii),

the term “Competing Proposal” will have the meaning assigned to such term herein, except that percentages included in the

definition of “Competing Proposal” increased to 50%);

then the Company shall pay to Parent, or as otherwise

directed by Parent, the Company Termination Payment. Payment of the Company Termination Payment shall be made by wire transfer of same

day funds to the account or accounts designated by Parent as follows: (1) in the case of Section 9.3(b)(i), prior to

or substantially concurrently with and as a condition to the effectiveness of termination of this Agreement pursuant to Section 9.1(c)(ii);

(2) in the case of Section 9.3(b)(ii), within three (3) Business Days after termination of this Agreement pursuant

to Section 9.1(d)(ii); and (3) in the case of Section 9.3(b)(iii), within three (3) Business Days of

the consummation of such Competing Proposal. For the avoidance of doubt, any payment made by the Company under this Section 9.3(b) shall

be payable only once with respect to Section 9.3(b), and not in duplication, even though such payment may be payable under

one or more provisions hereof. The payment of the Company Termination Payment in accordance with this Section 9.3(b) shall

be deemed to be liquidated damages (and not a penalty) for any and all losses or damages suffered or incurred by the Parent Parties, any

of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated

by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination and, upon payment in full of the

Company Termination Payment, the Company shall have no further liability, whether pursuant to a claim at Law or in equity, to the Parent

Parties or any of their respective Affiliates under this Agreement (and the termination hereof), the transactions contemplated by this

Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Parent Parties, any of their

respective Affiliates or any other Person shall be entitled to bring or maintain any Action against the Acquired Companies or their Affiliates

for damages or any equitable relief arising out of or in connection with this Agreement (other than equitable relief to require payment

of the Company Termination Payment), any of the contemplated by this Agreement or any matters forming the basis for such termination;

provided that if the Company fails to pay the Company Termination Payment and any Parent Party commences a suit which results in

a final, non-appealable judgment against the Company for the Company Termination Payment or any portion thereof, then the Company shall

pay the Parent Parties their costs and expenses (including reasonable documented fees of outside counsel and disbursements) in connection

with such suit, together with interest on the Company Termination Payment at the “prime rate” as published in The Wall Street

Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on

the basis of a year of 365 days and the actual number of days elapsed, without compounding).

the event that:

(i)          this

Agreement is validly terminated by the Company pursuant to Section 9.1(c)(i) (Parent Terminating Breach);

(ii)          this

Agreement is validly terminated by the Company pursuant to Section 9.1(c)(iii) (Failure to Close); or

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(iii)          this

Agreement is validly terminated by Parent or the Company pursuant to Section 9.1(b)(i) (Outside Date) and the

Company was then entitled to terminate this Agreement pursuant to Section 9.1(c)(i) or Section 9.1(c)(iii);

in the case of ‎Section 9.3(c)(ii) or

Section 9.3(c)(iii) (unless the Company was then entitled to terminate this Agreement pursuant to Section 9.1(c)(i)),

under circumstances in which the Company Termination Payment is not payable pursuant to ‎Section 9.3(b)(i) or Section 9.1(b)(ii),

then, subject to ‎‎‎Section 10.10(c), Parent shall pay or cause to be paid, as directed by the Company, the Parent

Termination Payment by wire transfer of same-day funds to an account designated by the Company within three (3) Business Days following

such termination in accordance with this Section 9.3(c) and subject to Section 9.4. For the avoidance of

doubt, any payment made by Parent of the Parent Termination Payment pursuant to the terms of this Agreement shall be payable only once,

and not in duplication, even though such payment may be payable under one or more provisions hereof. The payment of the Parent Termination

Payment in accordance with this Section 9.3(c) shall be deemed to be liquidated damages (and not a penalty) for any and

all losses or damages, suffered or incurred by the Company or any of its Affiliates under this Agreement (and the termination hereof),

the transactions contemplated by this Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and,

upon payment in full of the Parent Termination Payment and, if applicable, the Recovery Costs, none of the Parent Parties or any of their

Affiliates or Representatives shall have any further liability, whether pursuant to a claim at Law or in equity, to the Company, any of

its Affiliates or any other Person in connection with this Agreement (and the termination hereof), the transactions contemplated by this

Agreement (and the abandonment thereof) or any matter forming the basis for such termination, and none of the Company, any of its Affiliates

or any other Person shall be entitled to bring or maintain any Action against the Parent Parties or any of their Affiliates or Representatives

for damages or any equitable relief arising out of or in connection with this Agreement, any of the transactions contemplated by this

Agreement or any matters forming the basis for such termination (other than equitable relief to require payment of the Parent Termination

Payment); provided that if Parent fails to pay the Parent Termination Payment and the Company commences a suit which results in

a final, non-appealable judgment against Parent for the Parent Termination Payment, or any portions thereof, then Parent shall pay the

Company in accordance with Section 9.4, its costs and expenses (including reasonable documented fees of outside counsel and

disbursements) in connection with such suit, together with interest on the Parent Termination Payment at the “prime rate”

as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date

of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding) plus

any amounts payable or reimbursable by Parent pursuant to Section 7.11(e) or Section 7.20 which remain unpaid

at the time of such termination (the “Recovery Costs”).

Section 9.4          Payment

of Amount or Expenses.

(a)          In

the event that this Agreement is validly terminated and Parent is obligated to pay the Company the Parent Termination Payment, plus the

Recovery Costs, pursuant to and as set forth in Section 9.3(c), but subject to Section 10.10(c),

Parent shall pay to the Company from the Parent Termination Payment, plus the Recovery Costs, deposited into escrow in accordance with

the next sentence, an amount equal to the lesser of (i) the Parent Termination Payment, plus the Recovery Costs, and (ii) the

sum of (A) the maximum amount that can be paid to the Company without causing the Company to fail to meet the requirements of Sections

856(c)(2) and (3) of the Code for the relevant tax year, determined as if the payment of such amount did not constitute income

described in Sections 856(c)(2)(A) through (I) or 856(c)(3)(A) through (I) of the Code (“Qualifying Income”),

as determined by the Company’s independent certified public accountants (taking into account any known or anticipated income of

the Company that is not Qualifying Income and any appropriate “cushion” as reasonably determined by such accountants), plus

(B) in the event the Company receives either (x) a letter from the Company’s counsel or accountants indicating that the

Company has received a ruling from the IRS described in Section 9.4(b)(ii), or (y) an opinion from the

Company’s outside counsel as described in Section 9.4(b)(ii), an amount equal to the Parent Termination

Payment, plus the Recovery Costs, less the amount payable under clause (A) above. To secure Parent’s obligation to pay these

amounts, Parent shall deposit into escrow an amount in cash equal to the Parent Termination Payment, plus the Recovery Costs, with an

escrow agent selected by Parent (that is reasonably satisfactory to the Company) and on such terms (subject to Section 9.4(b))

as shall be mutually agreed upon by the Company, Parent and the escrow agent. All fees, costs and expenses of the escrow agent shall be

paid by the Company. The payment or deposit into escrow of the Parent Termination Payment, plus the Recovery Costs, pursuant to this Section 9.4(a) shall

be made at the time Parent is obligated to pay the Company such amount pursuant to Section 9.3(c) by wire

transfer of immediately available funds.

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(b)          The

escrow agreement shall provide that the Parent Termination Payment, plus the Recovery Costs, in escrow or any portion thereof shall not

be released to the Company (or its designee) unless the escrow agent receives any one or combination of the following: (i) a letter

from the Company’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to

the Company (or its designee) without causing the Company to fail to meet the requirements of Sections 856(c)(2) and (3) of

the Code for the relevant tax year determined as if the payment of such amount did not constitute Qualifying Income or a subsequent letter

from the Company’s accountants revising that amount, in which case the escrow agent shall release such amount to the Company (or

its designee); or (ii) a letter from the Company’s counsel or accountants indicating that the Company received a ruling from

the IRS holding that the receipt by the Company (or its designee) of the Parent Termination Payment, plus the Recovery Costs, should either

constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the

Code (or alternatively, indicating that the Company’s outside counsel has rendered a legal opinion to the effect that the receipt

by the Company of the Parent Termination Payment, plus the Recovery Costs, should either constitute Qualifying Income or should be excluded

from gross income within the meaning of Sections 856(c)(2) and (3) of the Code), in which case the escrow agent shall release

the remainder of the Parent Termination Payment, plus the Recovery Costs, to the Company. Parent shall be deemed to have satisfied its

obligations to pay the Parent Termination Payment, plus the Recovery Costs, to the Company so long as it deposits into escrow the Parent

Termination Payment, plus the Recovery Costs, notwithstanding any delay or reduction in payment to the Company arising from this Section 9.4(b),

and shall have no further liability with respect to payment of the Parent Termination Payment, the Recovery Costs, or otherwise. Parent

agrees to amend this Section 9.4(b), at the request of the Company and provided that such amendment would not

increase Parent’s or its Affiliates obligations hereunder or result in Parent or its Affiliates incurring any unreimbursed costs

or expenses, in order to (x) maximize the portion of the Parent Termination Payment, plus the Recovery Costs, that may be distributed

to the Company (or its designee) hereunder without causing the Company to fail to meet the requirements of Sections 856(c)(2) and

(3) of the Code, (y) improve the Company’s chances of securing a favorable ruling described in this Section 9.4(b) or

(z) assist the Company in obtaining a favorable legal opinion from its outside counsel as described in this Section 9.4(b).

The escrow agreement shall also provide that any portion of the Parent Termination Payment, plus the Recovery Costs, that remains unpaid

as of the end of a tax year shall be paid as soon as possible during the following tax year, subject to the foregoing limitations of this

Section 9.4; provided, however, that any portion of the Parent Termination Payment, plus the Recovery

Costs, that remains unpaid as of December 31 following the date which is five (5) years from the date of this Agreement shall

be released by the escrow agent to Parent, and Parent shall have no further obligations to the Company with respect thereto. Parent shall

not be a party to such escrow agreement.

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Section 9.5          Amendment.

Subject to compliance with applicable Law, at any time before or after receipt of the Shareholder Approval and prior to the Effective

Time, any provision of this Agreement may be amended or modified by a written agreement of the Parties executed in the same manner as

this Agreement; provided that after the Shareholder Approval has been obtained, there shall not be (a) any amendment of this

Agreement that changes the amount or the form of the consideration to be delivered under this Agreement to the holders of Company Common

Shares, or which, pursuant to applicable Law, requires the further approval of the shareholders of the Company without such further approval

of such shareholders (in which case, such further approval shall be deemed the Shareholder Approval for purposes of this Agreement), or

(b) any amendment or change not permitted under applicable Law. Notwithstanding anything else to the contrary herein, no amendment,

modification or alteration to this sentence of Section 9.5 or the provisions of Section 10.8 (Assignment),

Section 10.5 (Third Party Beneficiaries), Section 10.7(b) (Venue), and Section 10.11(b) (Non-Recourse)

(in each case, solely to the extent that it relates to the Debt Financing Sources) (and any related definitions to the extent an amendment,

modification or alteration of such definitions would modify the substance of any of the foregoing provisions) in any manner materially

adverse to the Debt Financing Sources shall be effective as to the Debt Financing Sources without the prior written consent of the Debt

Financing Sources party to the Debt Commitment Letters.

Article 10

GENERAL PROVISIONS

Section 10.1          Non-Survival

of Representations and Warranties and Certain Covenants. None of the representations and warranties in this Agreement or in any instrument

delivered pursuant to this Agreement, including any rights arising out of any breach of such representations and warranties, shall survive

the Effective Time. The covenants to be performed prior to or at the Closing, including any rights arising out of any breach of such covenants,

shall terminate at and as of the Closing. This Section 10.1 shall not limit any covenant or agreement of the Parties that

by its terms contemplates performance, in whole or in part, after the Effective Time, which shall remain in force and effect following

the Closing.

Section 10.2          Notices.

All notices, requests, claims, consents, demands and other communications under this Agreement shall be in writing and shall be deemed

to have been duly given (A) if delivered in person, on the date delivered, (B) if sent by electronic mail, on the same day it

was received; provided that if such email is received after 5:00 p.m. local time of the recipient or on a day that is not

a Business Day, such email shall be deemed received on the next Business Day; and provided, further, that the sender of

such email does not receive a notice of failure to deliver and the subject line of such email states that it is a notice delivered pursuant

to this Agreement, or (C) if sent by prepaid overnight courier, on the next Business Day (providing proof of delivery), in each case,

to the intended recipient as set forth below (or at such other address or email address for a Party as shall be specified by like notice

given not less than five (5) Business Days prior to the effectiveness of such change). For the avoidance of doubt, counsel for a

Party may send notices, requests, claims, consents, demands or other communications on behalf of such Party.

103

(a)          if

to the Parent Parties or the Surviving Entity, to:

c/o Brookfield Asset Management

225 Liberty Street, 8th Floor

New York, New York 10281

Attention: Alexander Elawadi; Legal Department

E-Mail: [***];[***]

and

c/o Canada Pension Plan Investment Board

One Queen Street East, Suite 2500

Toronto, ON

Attention: Janet Chung, Delia Price and Legal Department

E-Mail: [***],[***], and [***]

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

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

Attention: Brian Scrivani; Drew Flowers; David Perechocky

E-Mail: bscrivani@gibsondunn.com; dflowers@gibsondunn.com;

dperechocky@gibsondunn.com

and

DLA Piper LLP

33 Arch Street, 26th Floor

Boston, MA 02110

Attention: Cara Nelson

E-Mail: cara.nelson@us.dlapiper.com

(b)          if

to the Company to:

LXP Industrial Trust

515 N Flagler Dr, Suite 408,

West Palm Beach, FL

Attention: Joe Bonventre

E-mail: [***]

104

with copies (which shall not constitute notice) to:

Hogan Lovells Cadwalader US LLP

555 13th Street NW

Washington, DC 20024

Attention: Michael McTiernan

Stacey McEvoy

E-mail: michael.mctiernan@hlc.com

stacey.mcevoy@hlc.com

Section 10.3          Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any present or future applicable

Law or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced

as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions

of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable term or other

provision or by its severance herefrom so long as the economic or legal substance of the transactions contemplated by this Agreement is

not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal

or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent

of the Parties as closely as possible in a mutually acceptable manner in order that transactions contemplated by this Agreement be consummated

as originally contemplated to the fullest extent possible.

Section 10.4          Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one

and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered

(by telecopy, electronic delivery or otherwise) to the other Parties. Signatures to this Agreement transmitted by facsimile transmission,

by electronic mail in .pdf format, by DocuSign or other electronic signature platform, or by any other electronic means intended to preserve

the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing

the original signature.

105

Section 10.5          Entire

Agreement; Third-Party Beneficiaries. (a) This Agreement (including the Exhibits, Schedules and the Company Disclosure Letter),

the Access Agreement and the Nondisclosure Agreement, the Financing Commitment Letters and the Guarantees constitute the entire agreement

and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter of

this Agreement; provided that nothing in this Section 10.5 shall limit any rights or remedies of the Company under

the Guarantees or the Financing Commitment Letters, and (b) this Agreement shall be binding upon and inure solely to the benefit

of each Party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies

of any nature whatsoever under or by reason of this Agreement, except (i) Article 3 (which, from and after the Effective

Time, shall be for the benefit of holders of Company Common Shares, Company Series C Preferred Shares and Company Restricted Share

Awards immediately prior to the Effective Time), (ii) Section 7.9 (which, from and after the Effective Time shall be

for the benefit of and enforceable by the Indemnified Parties), (iii) Section 7.11(e) (which shall be for the benefit

of and enforceable by the Financing Indemnified Parties), (iv) Section 7.20 (which shall be for the benefit of and enforceable

by the Requested Transactions Indemnified Persons), (v) Section 10.11(a) (Non-Recourse) (which shall be for

the benefit of and enforceable by the Non-Recourse Parties), (vi) following the valid termination of this Agreement pursuant to Article 9

and subject to Section 9.2 and ‎‎Section 10.10(c), the right of the Company, as sole and exclusive agent

for and on behalf of the shareholders of the Company and holders of Company Restricted Share Awards (each of which are third party beneficiaries

of this Agreement solely to the extent required for this proviso to be enforceable), to pursue damages in accordance with this Agreement

(which may include the benefit of the bargain lost by such holders) in the event of a breach by any of the Parent Parties of this Agreement

(it being agreed that in no event shall any such holder be entitled to enforce any of their rights, or any obligations of any of the Parent

Parties, under this Agreement in the event of any such breach, but rather the Company shall have the sole and exclusive right to do so,

as agent for such shareholders of the Company and holders of Company Restricted Share Awards), and (vii) any claims that the Company

may assert against Parent, if, as and when required pursuant to the terms and conditions of the applicable Guarantee. In addition to the

foregoing, the Debt Financing Sources shall be third party beneficiaries of, and shall be entitled to enforce the provisions of the second

sentence of Section 9.5 (Amendment), Section 10.8 (Assignment), this Section 10.5, Section 10.7(b) (Venue),

and Section 10.11(b) (Non-Recourse) (in each case, solely to the extent that it relates to the Debt Financing

Sources in their capacities as such). The representations and warranties in this Agreement, including the Company Disclosure Letter, are

the product of negotiations among the Parties and are for the sole benefit of the Parties. Any inaccuracies in such representations and

warranties are subject to waiver by the Parties in accordance with Section 10.6 (Extension; Waiver) without notice

or liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the Parties of

risks associated with particular matters regardless of the knowledge of any of the Parties. Accordingly, Persons other than the Parties

may not rely upon the representations and warranties in this Agreement or the Company Disclosure Letter as characterizations of actual

facts or circumstances as of the date of this Agreement or as of any other date.

Section 10.6          Extension;

Waiver. At any time prior to the Effective Time, the Parties may, to the extent legally allowed and except as otherwise set forth

herein, (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any

inaccuracies in the representations and warranties of the other Party contained in this Agreement or in any document delivered pursuant

to this Agreement, or (c) subject to the requirements of applicable Law, waive compliance with any of the agreements or conditions

contained in this Agreement. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in

an instrument in writing signed on behalf of such Party. The failure of any Party to this Agreement to assert any of its rights under

this Agreement or otherwise shall not constitute a waiver of those rights and no single or partial exercise of any such right shall preclude

any other or further exercise thereof or of any other right.

106

Section 10.7          Governing

Law; Venue.

(a)          This

Agreement, and all claims or causes of actions (whether at Law, in contract or in tort) that may be based upon, arise out of or related

to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with,

the laws of the State of Maryland without giving effect to its conflicts of laws principles (whether the State of Maryland or any other

jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland).

(b)          All

disputes arising out of or relating to this Agreement shall be heard and determined exclusively by the Business and Technology Case Management

Program of the Circuit Court for Baltimore City, Maryland, or if that court does not have jurisdiction, in the United States District

Court for the District of Maryland, Northern Division (collectively, the “Chosen Courts”). Each of the Parties hereby

irrevocably and unconditionally (i) submits to the exclusive jurisdiction and forum of any such Chosen Court, for the purpose of

any dispute arising out of or relating to this Agreement brought by any Party, (ii) agrees not to commence any such dispute except

in such courts, (iii) agrees that any claim in respect of any such dispute may be heard and determined in any such Chosen Court,

(iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the

laying of venue of any such dispute, (v) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to

the maintenance of such dispute, and (vi) agrees, with respect to any Action filed in a Maryland state court, to jointly request

an assignment to the Maryland Business and Technology Case Management Program. Each of the Parties agrees that a final judgment in any

such dispute shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by

Law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 10.2.

Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law. Notwithstanding anything

in this Agreement to the contrary, each of the parties hereto agrees that it will not bring or support any legal proceedings against the

Debt Financing Sources in their capacities as such arising out of or relating to this Agreement, including any dispute arising out of

or relating in any way to the Debt Financing or the performance thereof, in any forum other than a court of competent jurisdiction located

within the Borough of Manhattan in the City of New York, New York, whether a state or Federal court.

Section 10.8          Assignment.

Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned or delegated, in whole or

in part, by operation of Law or otherwise by any of the Parties without the prior written consent of the other Parties; provided

that each of Parent and Merger Sub shall have the right, without the prior written consent of the Company, to assign all or any portion

of their respective rights, interests and obligations, hereunder to a wholly owned direct or indirect Subsidiary of Parent, but only if

Parent provides prior written notice of such assignment to the Company, and such assignment would not reasonably be expected to (i) prevent,

impede or delay the consummation of the Merger or the other transactions contemplated by this Agreement, (ii) impair the ability

of Parent or Merger Sub to perform its obligations under this Agreement, (iii) require any amendment or supplement to the Proxy Statement

prior to receipt of the Shareholder Approval or any additional filing (other than on a Form 8-K), notice, consent or approval of

the Company shareholders, (iv) adversely affect the Company’s ability to enforce this Agreement, the Guarantees, the Financing

Commitment Letters or any other agreement entered into in connection herewith or the remedies available to the Company hereunder or thereunder,

or (v) adversely affect the validity, availability, enforceability, amount or timing of the Financing or the Guarantees; provided

that no such assignment shall relieve Parent or Merger Sub of any of their respective obligations hereunder or any liability hereunder,

and Parent shall remain jointly and severally liable for all obligations and liabilities of Merger Sub and any permitted assignee hereunder.

Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the

Parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall

be null and void.

107

Section 10.9          Obligation

of Parent. Parent shall cause Merger Sub to comply in all respects with each of the representations, warranties, covenants, obligations,

agreements and undertakings made or required to be performed by Merger Sub in accordance with the terms of this Agreement, the Merger

and the other transactions contemplated by this Agreement. Parent represents, acknowledges and agrees that any breach or default in the

performance of any representation, warranty, covenant, obligation, agreement or undertaking of Merger Sub set forth in this Agreement

shall also be deemed to be a breach of any such representation and warranty or default of Parent, and the Company shall have the right,

exercisable in its sole discretion, to pursue any and all available remedies it may have under this Agreement arising out of any such

breach or nonperformance directly against Parent and Merger Sub, jointly and severally in the first instance without any obligation to

first seek recovery from, or exhaust remedies against, Merger Sub or the Surviving Entity. Parent shall not, and shall cause Merger Sub

not to, assert as a defense to any claim by the Company that any such breach, default or nonperformance was caused by or attributable

to the actions or omissions of Merger Sub or the Surviving Entity or that the Company is required to proceed against any such Person before

proceeding against Parent. As applicable, references in this Section 10.9 to “Merger Sub” shall also include the

Surviving Entity following the Effective Time.

Section 10.10          Specific

Performance.

(a)          Except

as otherwise provided herein, any and all remedies conferred upon a Party will be deemed cumulative with and not exclusive of any other

remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise

of any other remedy. The Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed

in accordance with their specific terms or were otherwise breached (including if any of the Parties fail to take any action required of

them hereunder to consummate the transactions contemplated by this Agreement, including the Parties’ obligations to consummate the

Merger and the obligation of any of the Parent Parties to pay, and the right of the holders of Company Common Shares, Company Restricted

Share Awards and Company Series C Preferred Shares to receive the aggregate Merger Consideration, the aggregate Company Restricted

Share Awards payments and the aggregate Series C Preferred Consideration, respectively, pursuant to the Merger, subject to the terms

and conditions of this Agreement), and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly

agreed that, prior to the valid termination of this Agreement pursuant to Article 9, each Party shall be entitled

to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically

the terms and provisions of this Agreement, without proof of damages or a remedy at Law (including the Parties’ obligations to consummate

the Merger and the obligation of any of the Parent Parties to pay, and the right of the holders of Company Common Shares, Company Restricted

Share Awards and Company Series C Preferred Shares to receive the aggregate Merger Consideration, the aggregate Company Restricted

Share Awards payments and the aggregate Series C Preferred Consideration, respectively, pursuant to the Merger, subject to the terms

and conditions of this Agreement), in addition to any other remedy to which such Party is entitled at Law or in equity. Each of the Parties

hereby waives (i) any defense in an Action for specific performance that a remedy at law would be adequate and (ii) any requirement

under any Law to post a bond or other security to obtain equitable relief. Each Party agrees that the right of specific performance and

other equitable relief is an integral part of the transactions contemplated by this Agreement and without that right neither the Company,

on the one hand, nor any of the Parent Parties, on the other hand, would have entered into this Agreement. For the avoidance of doubt,

the Parties may pursue both a grant of specific performance or other equitable remedies to the extent permitted by Section 10.10(b) and

the payment of damages as contemplated by Section 9.2 and permitted by Section 9.3, but shall not be entitled

or permitted to receive an award of damages or payment of the Company Termination Payment or the Parent Termination Payment, as applicable,

if specific performance or other equitable remedies are awarded and consummation of the Merger occurs, and shall not be entitled or permitted

to receive an award of specific performance or other equitable remedies if damages are awarded or if the Company Termination Payment or

the Parent Termination Payment, as applicable, is paid.

108

(b)          Without

limitation of the foregoing and notwithstanding anything in this Agreement to the contrary, the Parties hereby further acknowledge and

agree that prior to the Closing, the Company shall be entitled to specific performance to cause the Parent Parties to draw down the full

amount of the Equity Financing under the Equity Commitment Letter, and to cause the Merger and the other transactions contemplated by

this Agreement to be consummated, including to effect the Closing in accordance with Section 2.2, on the terms

and subject to the conditions in this Agreement only if and for so long as, (i) all conditions in Section 8.1

and Section 8.3 or have been waived (other than those conditions that by their nature are to be satisfied by

actions taken at the Closing, but subject to such conditions being reasonably capable of being satisfied at the Closing, assuming a Closing

would occur on such date) have been and continue to be satisfied, (ii) the Debt Financing (or any Alternative Financing) has been

funded in accordance with the terms thereof or the Debt Financing Sources have irrevocably confirmed in writing that the Debt Financing

(or any Alternative Financing) will be funded in accordance with the terms thereof at the Closing if the Equity Financing is funded at

the Closing, (iii) the Parent Parties are required to, and any of the Parent Parties fail to, complete the Closing by the date the

Closing is required to have occurred pursuant to Section 2.2, and (iv) the Company has irrevocably confirmed

in writing to the Parent Parties that the Company stands ready, willing and able to consummate the transactions contemplated by this Agreement

if specific performance is granted and, if the Equity Financing and the Debt Financing are funded, then the Closing will occur within

five (5) Business Days after receipt of such irrevocable confirmation on the terms and conditions set forth in this Agreement. For

the avoidance of doubt, but subject to the last sentence of Section 10.10(a), nothing in this Section 10.10(b) shall

prevent the Company from concurrently seeking (i) specific performance against the Guarantors under the Guarantee to the extent expressly

permitted under, and in accordance with, the terms and conditions set forth therein and herein and (ii) payment of the Parent Termination

Payment. For the avoidance of doubt, in no event shall the Company or any of its successors or permitted assigns be entitled to enforce

or seek to enforce specifically the remedy of specific performance of the Debt Commitment Letter against any Financing Source.

anything to the contrary in this Agreement, other than in the case of fraud, the maximum aggregate liability of the Parent Parties, together

with Guarantors under the Guarantees, for monetary damages, losses, costs or expenses of the Company, its Affiliates or any other Person

in connection with the failure of the Merger to be consummated, a breach (including a Willful Breach) of this Agreement by any Parent

Party, or otherwise relating to this Agreement or the transactions contemplated by this Agreement (including the Merger) shall be limited

to an amount equal to the Parent Termination Payment, plus the Recovery Costs (collectively, the “Parent Liability Cap”);

provided that the maximum liability of each Guarantor under its Guarantee shall be limited to the applicable cap set forth in such

Guarantee, and no Guarantor shall be liable for any obligations of any other Guarantor. Other than in the case of fraud, in no event shall

the Company or any of its Affiliates or any other Person seek or permit to be sought on their behalf any amount in excess of the Parent

Liability Cap in the aggregate from the Parent Parties, the Guarantors or their respective Affiliates or Representatives in connection

with this Agreement or the transactions contemplated by this Agreement (including the Merger), or in respect of the Guarantees, or any

theory of law or equity (including by or through attempted piercing of the corporate, limited partnership or limited liability company

veil) or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or in equity,

in contract, in tort or otherwise, or, with respect to any Guarantor, in excess of the applicable cap set forth in such Guarantor’s

Guarantee. Other than in the case of fraud, the Company agrees that it has no right of recovery against, and no liability shall attach

to, any of the Parent Parties or any of their Affiliates or Representatives (other than against the Parent Parties as provided by Section 9.3(c) and

this Section 10.10(c)), through any Parent Party or otherwise, whether by or through attempted piercing

of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of any Parent Party against

the Parent Parties or any of their Affiliates or Representatives, by the enforcement of any assessment or by any legal or equitable proceeding,

by virtue of any applicable Law, whether in contract, tort or otherwise, except for its rights to recover from the Guarantors under the

Guarantees (but not any other Parent Parties or any of their Affiliates) under and to the extent provided in the applicable Guarantee,

in each case on a several and not joint basis, subject to each Guarantor’s applicable cap and the Parent Liability Cap and the other

limitations described herein. Other than in the case of fraud, in no event shall the Company or any of its Affiliates seek to enforce

this Agreement against, make any claims for breach of this Agreement against, or seek to recover damages from, any of the Affiliates or

Representatives of the Parent Parties (other than Guarantors to the extent provided in the Guarantees, and in each case on a several and

not joint basis and subject to each Guarantor’s applicable cap, the Parent Liability Cap and the other limitations described therein).

109

Section 10.11          Non-Recourse.

(a)          Except

for claims for fraud, each party agrees that all claims, liabilities, or causes of action (whether in contract or in tort, in law or in

equity, including clauses for piercing the corporate veil or similar causes of action, or granted by statute or otherwise) that may be

based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the Ancillary

Documents or transactions contemplated hereby or thereby, or the negotiation, execution, or performance of this Agreement or the Ancillary

Documents (including any representation or warranty made in, in connection with, or as an inducement to enter into, this Agreement or

such Ancillary Documents), or any claims or actions alleging breach of this Agreement or the Ancillary Documents, may be made only against

(and such representations and warranties are those solely of) the Persons that are expressly identified as the parties to this Agreement

and, in the case of the Ancillary Documents, Persons expressly identified as parties thereto (each, a “Contracting Party”).

Except for the liabilities and obligations of the parties to the Guarantees, the Equity Commitment Letters, the Debt Commitment Letters

and any other Ancillary Documents to which they are parties, no Person who is not a Contracting Party, including (so long as the same

is not a Contracting Party) any current, former or future director, trustee, officer, employee, incorporator, member, partner, manager,

shareholder, equityholder, Affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any Contracting

Party, or any current, former or future director, trustee, officer, employee, incorporator, member, partner, manager, shareholder, equityholder,

Affiliate, agent, attorney, Representative or assignee of any of the foregoing (collectively (and so long as any such Person is not a

Contracting Party), the “Non-Recourse Party”), shall have any liability (whether in contract or in tort, in law or

in equity, including clauses for piercing the corporate veil or similar causes of action, or granted by statute) for any claims, losses,

liabilities, damages, costs or expenses arising under, out of, in connection with, or related in any manner the Company Properties or

to this Agreement or the Ancillary Documents or the transactions contemplated hereby or thereby or based on, in respect of, or by reason

of this Agreement or any of the Ancillary Documents or the transactions contemplated hereby or thereby or the negotiation, execution,

performance, or breach of this Agreement or any of the Ancillary Documents, and, to the maximum extent permitted by applicable Law, except

as provided in the Ancillary Documents, each Contracting Party, on behalf of itself and its Affiliates, hereby waives and releases all

such liabilities, claims, causes of action, and obligations against any such Non-Recourse Party. Except as specifically set forth in this

Agreement, the rights and remedies contained in this Agreement shall constitute Parent’s sole and exclusive means of recourse with

respect to the Company Properties relating to any Environmental Law, and Parent Parties expressly waive any and all other claims, rights,

or causes of action Parent Parties may have against the Company now or in the future arising under, in connection with or relating to

any Environmental Law (whether by statute, regulation, or common law). Notwithstanding the foregoing provisions of this Section 10.11(a) and

any other provision of this Agreement to the contrary, but subject to the terms and conditions of the Ancillary Documents (and without

limiting the Company’s respective remedies thereunder), nothing in this Section 10.11(a) shall limit

the Company’s right to enforce the terms of the Guarantees to cause the applicable parties thereto to provide funds to Parent to

permit Parent to satisfy (x) any valid Order or award of damages in favor of the Company obtained by the Company pursuant to and

in accordance with Section 9.3, (y) payment by Parent of Parent’s indemnification, payment and reimbursement

obligations pursuant to Section 7.11(e) and Section 7.20 or (z) payment

by Parent of the Parent Termination Payment and any Recovery Costs pursuant to and in accordance with Section 9.3,

in each case, solely to the extent provided therein and in accordance with their respective terms, on a several and not joint basis and

subject to the respective caps set forth therein. Notwithstanding anything herein to the contrary and for the avoidance of doubt, (A) nothing

in this Section 10.11(a) shall limit the Company’s right to seek specific performance against Parent

to cause the Equity Financing to be funded pursuant to and in accordance with the Equity Commitment Letters (as solely permitted by Section 10.10(b)),

and (B) nothing in this Section 10.11(a) nor Section 10.10 (Specific

Performance) shall limit in any way any fraud remedies or the remedies of the parties under the Nondisclosure Agreement or the Access

Agreement.

110

(b)          The

Company, on behalf of itself, and its Subsidiaries and each of their respective controlled Affiliates, hereby agrees that none of the

Debt Financing Sources shall have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates

based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to: (i) this Agreement and

any Ancillary Documents and any of the transactions contemplated hereunder or thereunder (including the Financing); (ii) the negotiation,

execution or performance of this Agreement or any of the Ancillary Documents (including any representation or warranty made in connection

with, or as an inducement to, this Agreement or any of the Ancillary Documents); (iii) any breach or violation of this Agreement

or any of the Ancillary Documents; and (iv) any failure of any of the transactions contemplated hereunder or thereunder (including

the Financing) to be consummated; provided that nothing in this Section 10.11(b) shall limit the

rights of Parent and Merger Sub under the Debt Commitment Letters.

Section 10.12          Waiver

of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT

OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY

OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND

(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL

WAIVER AND CERTIFICATIONS IN THIS Section 10.12.

Section 10.13          Authorship.

The Parties agree that the terms and language of this Agreement are the result of negotiations between the Parties and their respective

advisors and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any Party. Any

controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

111

IN WITNESS WHEREOF,

the Parties have caused this Agreement to be signed by their respective duly authorized officers, all as of the date first written above.

LEOPARD REIT LLC,

a Delaware limited liability company

By:

/s/ Gautam Huded

Name: Gautam Huded

Title: Executive Vice President

LEOPARD MERGER SUB LLC,

a Maryland limited liability company

By:

/s/ Gautam Huded

Name: Gautam Huded

Title: Executive Vice President

[Signature

Page to Merger Agreement]

LXP INDUSTRIAL TRUST

By:

/s/ T. Wilson Eglin

Name: T. Wilson Eglin

Title: Chief Executive Officer

[Signature

Page to Merger Agreement]

EXHIBIT A

REIT Opinion

EXHIBIT B

REIT Officer’s Certificate

Schedule I

Officers

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2620850d1_ex3-1.htm · Sequence: 3

Exhibit 3.1

FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED BY-LAWS

LXP INDUSTRIAL TRUST

Pursuant to SECTION 9.07 of ARTICLE IX of the Third Amended and Restated

By-Laws (the “By-Laws”) of LXP Industrial Trust, a Maryland real estate investment trust (the “Company”), the

By-Laws of the Company are amended, effective as of July 19, 2026, as follows:

The following is inserted after SECTION 9.07 of ARTICLE IX, as ARTICLE

ARTICLE X

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Company consents in writing to the selection of

an alternative forum, and to the fullest extent permitted by law, the Circuit Court for Baltimore City, Maryland, or, if that Court does

not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, shall be the sole and exclusive

forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, (b) any derivative action or proceeding brought in the

right or on behalf of the Company, (c) any action asserting a claim of breach of any duty owed by any trustee, officer, other employee,

or agent of the Company to the Company or to the shareholders of the Company, (d) any action asserting a claim against the Company or

any trustee, officer, other employee, or agent of the Company arising pursuant to any provision of the Maryland REIT Law, the Declaration

of Trust or these By-Laws, or (e) any action asserting a claim against the Company or any trustee or officer or other employee of the

Company that is governed by the internal affairs doctrine. None of the foregoing actions, claims or proceedings may be brought in

any court sitting outside the State of Maryland unless the Company consents in writing to such court. In the event that any action

or proceeding described in this Article X is pending in the Circuit Court for Baltimore City, Maryland, any shareholder that is a

party to such action, proceeding or claim shall cooperate in seeking to have the action or proceeding assigned to the Maryland Business

& Technology Case Management Program. Unless the Company consents in writing to the selection of an alternative forum, the federal

district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the

resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620850d1_ex99-1.htm · Sequence: 4

Exhibit 99.1

Brookfield and CPP Investments to Acquire LXP

Industrial Trust in $5.2 Billion All-Cash Transaction

LXP Industrial Trust shareholders to receive

$61.20 per share in cash

Purchase price represents a 12.3% premium to

the 30-day VWAP and a 19.8% premium to the 90-day VWAP

NEW YORK,

TORONTO and WEST PALM BEACH, Fla. – July 20, 2026 – Brookfield Asset Management (NYSE: BAM, TSX: BAM) (“Brookfield”),

together with Canada Pension Plan Investment Board (“CPP Investments”), and LXP Industrial Trust (NYSE: LXP) (“LXP”

or the “Company”), today announced that they have entered into a definitive merger agreement under which Brookfield and CPP

Investments (collectively, “Buyer”) will acquire LXP in an all-cash transaction valued at approximately $5.2 billion, including

net debt and preferred equity.

LXP owns one of the largest portfolios of modern

warehouse and logistics facilities in the United States, comprising approximately 53 million square feet across 108 properties in attractive

industrial markets in the Sunbelt and Midwest. The portfolio is characterized by modern assets, strong occupancy and long-duration leases

that generate durable cash flows and is well positioned to benefit from the demand for high-quality, well-located logistics properties.

Thomas W. Eglin, Jr., Chairman and Chief

Executive Officer of LXP, said “This transaction is the culmination of the LXP team’s successful execution of our strategic

plan to transform LXP into a pure-play industrial REIT, curate a best-in-class portfolio, and implement our development program. The LXP

Board unanimously determined that this transaction with Brookfield and CPP Investments fully maximizes value for our shareholders.”

“LXP has assembled a high-quality industrial

portfolio with modern logistics assets in attractive markets,” said Lowell Baron, Chief Executive Officer of Brookfield Real Estate.

“The acquisition aligns with our strategy of investing in high-quality real estate with durable cash flows and opportunities to

create value through active asset management. We’re excited to partner with CPP Investments and build on LXP’s strong foundation.”

“The industrial sector, particularly in

the U.S., continues to offer attractive long-term investment opportunities, supported by structural demand drivers including domestic

manufacturing, evolving global supply chains and population growth across key Sunbelt markets,” said Sophie van Oosterom, Managing

Director, Head of Real Estate at CPP Investments. “We look forward to partnering with Brookfield and combining their operating expertise

with a well-positioned portfolio to generate sustainable investment returns for the CPP Fund in the interests of CPP contributors and

beneficiaries.”

Page 2 of 6

Under the terms of the definitive merger agreement,

LXP shareholders will receive $61.20 per share in cash, which represents a 12.3% premium to LXP’s 30-day volume weighted average

price (“VWAP”) and 19.8% premium to LXP’s 90-day VWAP, in each case for the period ended July 17, 2026.

Transaction Details

The transaction has been unanimously approved

by LXP’s Board of Trustees and is expected to close in the fourth quarter of 2026, subject to approval by LXP’s shareholders

and satisfaction of other customary closing conditions. The transaction is not subject to a financing condition.

The definitive agreement includes a 40-day “go-shop”

period expiring at 11:59 p.m. New York City time on August 28, 2026, during which time LXP, with the assistance of its advisors,

may actively solicit and consider alternative acquisition proposals and engage in discussions with third parties. Subject to the terms

and conditions of the definitive agreement, including notice and negotiation rights in favor of Buyer, LXP may terminate the transaction

and the definitive agreement to enter into a transaction that constitutes a superior proposal, subject to the payment of a termination

fee.

There can be no assurance that the solicitation

process will result in a superior proposal or that any other transaction will be approved or completed. LXP does not intend to disclose

developments with respect to this solicitation process unless and until its Board determines such disclosure is appropriate or otherwise

required.

Under the terms of the definitive merger agreement,

LXP has agreed to suspend payment of common share dividends until the earlier of the closing of the transaction or the termination of

the definitive agreement.

Subject to and upon completion of the transaction,

LXP’s shares will no longer trade on the New York Stock Exchange and LXP will become a privately-held company.

LXP’s Second Quarter 2026 Results

LXP intends to release its second quarter 2026

financial results as scheduled on July 29, 2026. In light of the pending transaction, LXP does not intend to continue hosting conference

calls or webcasts to discuss its quarterly financial results.

Page 3 of 6

Advisors

BofA Securities, Inc. is acting as lead financial

advisor, J.P. Morgan Securities LLC is acting as co-financial advisor and Hogan Lovells Cadwalader US LLP is serving as legal advisor

to LXP.

Citigroup Global Markets Inc. and Morgan Stanley &

Co. LLP are serving as financial advisors and Gibson, Dunn & Crutcher LLP and Thompson Hine LLP are serving as legal advisors

to Brookfield and CPP Investments, with DLA Piper LLP serving as legal advisor to CPP Investments in connection with certain aspects

of the transaction. Dechert LLP is acting as legal advisor to Citigroup Global Markets Inc. and Morgan Stanley & Co LLP.

About Brookfield Asset Management

Brookfield Asset Management Ltd. (NYSE, TSX:

BAM) is a leading global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management across

infrastructure, energy, private equity, real estate, and credit. We invest client capital for the long-term with a focus on real assets

and essential service businesses that form the backbone of the global economy. We offer a range of alternative investment products to

investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds, financial

institutions, insurance companies and private wealth investors. We draw on Brookfield’s heritage as an owner and operator to invest

for value and generate strong returns for our clients, across economic cycles.

For more information,

please visit our website at www.bam.brookfield.com.

About CPP Investments

Canada Pension

Plan Investment Board (CPP Investments™) is a professional investment management organization that manages the Canada Pension

Plan Fund in the best interests of the more than 22 million contributors and beneficiaries. In order to build diversified

portfolios of assets, we make investments around the world in public equities, private equities, real estate, infrastructure and

fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Mumbai, New York City, São Paulo and Sydney,

CPP Investments is governed and managed independently of the Canada Pension Plan at arm’s length from governments. At March 31, 2026,

the Fund totaled $793.3 billion. For more information, please visit www.cppinvestments.com or

About LXP Industrial Trust

LXP Industrial

Trust (NYSE: LXP) is a publicly traded real estate investment trust (REIT) focused on Class A warehouse and distribution

investments in 12 target markets across the Sunbelt and Midwest. LXP seeks to expand its warehouse and distribution portfolio through

acquisitions, build-to-suit transactions, sale-leaseback transactions, development projects and other transactions. For more information,

please visit LXP’s website at www.lxp.com.

Page 4 of 6

Additional Information and

Where to Find It

In connection with

the proposed transaction, the Company intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement

on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC (if and when it becomes available), the Company will

mail the definitive proxy statement and a proxy card to each shareholder entitled to vote at the special meeting relating to the proposed

transaction. This communication is not a substitute for the proxy statement or any other document which the Company may file with the

SEC. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)

AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proposals for consideration by the Company’s

shareholders regarding the proposed transaction will be made solely through the proxy statement. The definitive proxy statement, the

preliminary proxy statement and any other documents filed by the Company with the SEC (when available) may be obtained free of charge

at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s

website at www.lxp.com or by contacting the Company’s Investor Relations team by email at hgentry@lxp.com.

Participants in the Solicitation

This communication does not constitute

a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company and certain of its trustees

and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect

to the proposed transaction. Information about the Company’s trustees and executive officers and their ownership of the Company’s

securities is set forth in the Company’s definitive proxy statement on Schedule 14A for its 2026 annual meeting of shareholders,

filed with the SEC on April 3, 2026, and subsequent documents filed with the SEC. Additional information regarding the identity of

participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security

holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection

with the proposed transaction when they become available. Free copies of these documents may be obtained as described in the preceding

paragraph.

Page 5 of 6

Cautionary Statement Regarding

Forward-Looking Statements

Certain statements contained herein,

other than historical fact, regarding the proposed transaction, including any statements regarding the expected timetable for completing

the proposed transaction and benefits of the proposed transaction, and any other statements regarding the Company’s future expectations,

beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical, may be considered

“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act and are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations

and beliefs and are subject to a number of trends and uncertainties. No forward-looking statement is intended to, nor shall it, serve

as a guarantee of future performance. You can identify the forward-looking statements by the use of words such as “may,” “will,”

“would,” “could,” “should,” “expect,” “intend,” “anticipate,”

“estimate,” “believe,” “continue,” "seek," "endeavor," and other similar terms

and phrases. Forward-looking statements are subject to various risks and uncertainties and factors that could cause actual results to

differ materially from the Company’s expectations, and you should not rely on forward-looking statements since they involve known

and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company’s control and could materially

affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Some

of the factors that may affect outcomes and results include, but are not limited to: (i) risks associated with the Company’s

ability to obtain the shareholder approval required to consummate the proposed transaction and the timing of the closing of the proposed

transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the

closing of the proposed transaction would not occur, (ii) the outcome of any legal proceedings that may be instituted against the

parties and others related to the merger agreement and the costs related to such proceedings, (iii) the risk that shareholder litigation

or other proceedings in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result

in significant costs of defense, indemnification and liability, (iv) unanticipated difficulties or expenditures relating to the proposed

transaction, the response of the Company’s tenants, business partners and competitors to the announcement of the proposed transaction,

potential difficulties with the Company’s ability to retain and hire key personnel and maintain its business relationships, including

those with tenants and other third parties, as a result of the proposed transaction, and/or potential difficulties in employee retention

as a result of the announcement and pendency of the proposed transaction, (v) changes affecting the real estate industry and changes

in market and economic conditions, including tariffs, geopolitical tensions and elevated inflation and interest rates that may adversely

impact the Company or its tenants, (vi) increased or unanticipated competition in the real estate market, (vii) the uncertainties

of real estate development, acquisition and disposition activity, (viii) maintenance of real estate investment trust status, (ix) fluctuations

in interest rates and the costs and availability of financing, (x) dependence on tenants’ financial condition, (xi) the

occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, (xii) the

ability to recognize the anticipated benefits of the proposed transaction and (xiii) the risk that the Company’s stock price

may decline significantly if the proposed transaction is not consummated. Additional factors include those described under the section

entitled Item 1A. “Risk Factors” of Part I of the Company’s 2025 Annual Report on Form 10-K, as filed with

the SEC on February 12, 2026, a copy of which is available at www.sec.gov. The Company undertakes no obligation to publicly update

or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Page 6 of 6

Contacts

Brookfield Contact

Laura Montross

Communications

508-769-5942

Laura.montross@brookfield.com

CPP Investments Contact

Frank Switzer

Public Affairs & Communications

416-523-8039

fswitzer@cppib.com

LXP Contact

Investors

Heather Gentry

212-692-7219

hgentry@lxp.com

Media

Andrew Siegel/Lucas Pers

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

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