Form 8-K

8-K — ACADIA REALTY TRUST

Accession: 0001104659-26-073037

Filed: 2026-06-12

Period: 2026-06-09

CIK: 0000899629

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2617384d4_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2617384d4_ex1-1.htm)

EX-1.2 — EXHIBIT 1.2 (tm2617384d4_ex1-2.htm)

EX-1.3 — EXHIBIT 1.3 (tm2617384d4_ex1-3.htm)

EX-1.4 — EXHIBIT 1.4 (tm2617384d4_ex1-4.htm)

EX-1.5 — EXHIBIT 1.5 (tm2617384d4_ex1-5.htm)

EX-5.1 — EXHIBIT 5.1 (tm2617384d4_ex5-1.htm)

GRAPHIC (image_006.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2617384d4_8k.htm · Sequence: 1

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2026-06-09

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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):

June 9, 2026

Acadia Realty Trust

(Exact name of registrant as specified in its

charter)

Maryland

1-12002

23-2715194

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

411

Theodore Fremd Avenue

Suite

300

Rye,

New York 10580

(Address of principal

executive offices) (Zip Code)

(914) 288-8100

(Registrant’s telephone

number, including area code)

(Former name or former address, if changed since

last report)

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

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

¨ Written communications pursuant to Rule 425 under

the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under

the Exchange Act (17 CFR 240.14a-12)

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

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

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

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

Title of class of registered

securities

Trading

symbol

Name of exchange on which

registered

Common shares of beneficial interest, par value $0.001 per share

AKR

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01 Other Events.

On June 9, 2026, Acadia Realty Trust (the “Company”)

and its operating partnership, Acadia Realty Limited Partnership (the “Operating Partnership”), entered into an underwriting

agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Jefferies LLC, Truist Securities, Inc. and Wells Fargo

Securities, LLC, in their capacity as underwriters and/or forward sellers, as applicable (collectively, the “Underwriters”),

and Bank of America, N.A., Jefferies LLC, Truist Bank and Wells Fargo Bank, National Association, in their capacity as forward purchasers

(collectively, the “Forward Purchasers”), relating to the offer and sale (the “Offering”) of 9,000,000 common

shares of beneficial interest, par value $0.001 per share (“Common Shares”), of the Company by the Underwriters in connection

with the forward sale agreements described below. The Underwriters were granted an option to purchase up to an additional 1,350,000 Common

Shares within 30 days from June 9, 2026. The Company will not initially receive any proceeds from the sale of the Common Shares

by the Underwriters. The Underwriting Agreement contains customary representations, warranties and covenants among the parties.

In connection with the Offering, on June 9, 2026,

the Company also entered into separate forward sale agreements (collectively, the “Forward Sale Agreements”) with each of

the Forward Purchasers. On the same day, the Forward Purchasers borrowed from third parties and sold to the Underwriters an aggregate

of 9,000,000 Common Shares (subject to increase if the Underwriters exercise their option to purchase additional shares). The Company

expects to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of the Common

Shares upon one or more such physical settlements no later than June 9, 2027. Although the Company expects to settle the Forward Sale

Agreements entirely by the physical delivery of Common Shares for cash proceeds, the Company may also elect to cash settle or net share

settle all or a portion of its obligations under the Forward Sale Agreements, in which case, the Company may not receive any proceeds,

and the Company may owe cash or Common Shares to the Forward Purchasers.

Assuming full physical settlement of the Forward

Sale Agreements at an initial forward sale price of $21.80 per share (which is the price at which the Underwriters agreed to buy the Common

Shares), the Company expects to receive net proceeds of approximately $195.6 million (or approximately $225.0 million if the Underwriters

exercise their option to purchase additional Common Shares in full), after deducting estimated expenses related to the Forward Sale Agreements

and the Offering. The initial forward sale price is subject to certain adjustments pursuant to the terms of the Forward Sale Agreements.

The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

The Company will contribute the net proceeds it

receives upon the settlement of the Forward Sale Agreements to the Operating Partnership, which intends to use the net proceeds to fund

acquisition opportunities arising in the Company’s existing street portfolio markets and/or for other general corporate purposes,

which may include the repayment of outstanding indebtedness, working capital and other general corporate purpose activities. Pending such

usage, the Operating Partnership expects to invest the net proceeds in short-term instruments.

The Offering was made pursuant to the Company’s

effective shelf registration statement on Form S-3 (Registration No. 333-275356) filed with the Securities and Exchange Commission on

November 7, 2023, and a prospectus supplement dated June 9, 2026.

The closing of the Offering occurred on June 11,

2026. The foregoing description of the Underwriting Agreement and the Forward Sale Agreements does not purport to be complete and is qualified

in its entirety by reference to the exhibits filed with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

1.1

Underwriting Agreement, dated as of June 9, 2026, by and among Acadia Realty Trust, Acadia Realty Limited Partnership, and BofA Securities, Inc., Jefferies LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, in their capacity as underwriters and/or forward sellers, and Bank of America, N.A., Jefferies LLC, Truist Bank and Wells Fargo Bank, National Association, in their capacity as forward purchasers

1.2

Forward Sale Agreement, dated June 9, 2026, between the Company and Bank of America, N.A.

1.3

Forward Sale Agreement, dated June 9, 2026, between the Company and Jefferies LLC

1.4

Forward Sale Agreement, dated June 9, 2026, between the Company and Truist Bank

1.5

Forward Sale Agreement, dated June 9, 2026, between the Company and Wells Fargo Bank, National Association

5.1

Opinion of Venable LLP

23.1

Consent of Venable LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

ACADIA REALTY TRUST

Dated: June 11, 2026

By:

/s/ John Gottfried

Name:

John Gottfried

Title:

Executive Vice President and Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2617384d4_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

ACADIA REALTY TRUST

9,000,000 Common

Shares of Beneficial Interest

(par value $0.001

per share)

Underwriting Agreement

June 9, 2026

BofA Securities, Inc.

Jefferies LLC

Truist Securities, Inc.

Wells Fargo Securities, LLC

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

c/o Truist Securities, Inc.

740 Battery Ave SE, 3rd Floor

Atlanta, Georgia 30339

c/o Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, NY 10001

As Underwriters and Forward Sellers

Bank of America, N.A.

Jefferies LLC

Truist Bank

Wells Fargo Bank, National Association

c/o Bank of America, N.A.

One Bryant Park

New York, New York 10036

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

c/o Truist Bank

740 Battery Ave SE, 3rd Floor

Atlanta, Georgia 30339

c/o Wells Fargo Bank, National Association

500 West 33rd Street, 14th Floor

New York, New York 10001

As Forward Purchasers

Acadia

Realty Trust, a Maryland real estate investment trust (the “Company”), and Acadia Realty Limited Partnership, a Delaware

limited partnership (the “Partnership”), BofA Securities, Inc., Jefferies LLC, Truist Securities, Inc. and Wells

Fargo Securities, LLC (in such agency capacities, each, a “Forward Seller” and collectively, the “Forward Sellers”)

and Bank of America, N.A., Jefferies LLC, Truist Bank and Wells Fargo Bank, National Association at the request of the Company in connection

with the Confirmation (as defined below) (in such capacities, each, a “Forward Purchaser” and collectively, the “Forward

Purchasers”) confirm their agreement with each of BofA Securities, Inc., Jefferies LLC, Truist Securities, Inc. and Wells

Fargo Securities, LLC (each, an Underwriter and collectively, the “Underwriters”) with respect to (i) the sale by the

Forward Sellers and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 9,000,000 shares (the “Borrowed

Firm Shares”) of the Company’s common shares of beneficial interest, par value $0.001 per share (“Common Shares”),

and (ii) the grant to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase

all or any part of 1,350,000 additional Common Shares (the “Option Shares”).

Any

Option Shares sold to the Underwriters by a Forward Seller pursuant to Section 2 hereof upon exercise of the option described therein

are herein referred to as the “Borrowed Option Shares.” Any Option Shares sold to the Underwriters by the Company pursuant

to Section 2 hereof upon exercise of such option and any Company Top-Up Option Shares (as defined in Section 3(a) hereof)

are herein referred to as the “Company Option Shares.” The Borrowed Firm Shares and the Company Top-Up Firm Shares (as defined

in Section 3(a) hereof) are herein referred to collectively as the “Firm Shares.” The Company Top-Up Firm Shares

and the Company Top-Up Option Shares are herein referred to collectively as the “Company Shares.” The Borrowed Firm Shares

and the Borrowed Option Shares are herein referred to collectively as the “Borrowed Shares.” The Borrowed Shares and the

Company Shares are herein referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.

used herein, “Confirmation” means each letter agreement, dated the date hereof, between the Company and each Forward Purchaser,

relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as

such terms are defined in the Confirmation), of a number of Common Shares equal to the number of Borrowed Firm Shares sold by the Forward

Seller to the Underwriters pursuant to this Agreement. References herein to the “Confirmation” are to the initial Confirmation

and/or the Additional Confirmation (as defined in Section 2 hereof) as the context requires.

The

Company understands that the Underwriters propose to make a public offering of the Shares on the terms set forth herein as soon as the

Underwriters deem advisable after this Agreement has been executed and delivered.

The

Company and the Partnership hereby confirm their agreement with each of the Forward Sellers, Forward Purchasers and Underwriters concerning

the purchase and sale of the Shares, as follows:

1.            Registration

Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the

Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities

Act”), a registration statement (File No. 333-275356), including a base prospectus contained therein (the “Base Prospectus”),

relating to the Shares. Such registration statement, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C

under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”),

is referred to herein as the “Registration Statement”. No post-effective amendment to the Registration Statement has been

filed as of the date of this Agreement. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under

the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration

Statement” shall be deemed to include such Rule 462 Registration Statement. Any preliminary prospectus relating to the Shares,

including any preliminary prospectus supplement relating to the Shares filed with the Commission, together with the Base Prospectus is

herein referred to as a “Preliminary Prospectus”. “Prospectus” means the Base Prospectus together with the final

prospectus supplement filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Securities

Act. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus, or to any amendment

or supplement thereto, shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934,

as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”), which is or is deemed to

be incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be, and, in

the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein,

and any supplements or amendments thereto, filed with the Commission after the date of filing of the final prospectus supplement under

Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Underwriters. At or

prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information

set forth on Item (b) of Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated June 9, 2026

and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable

Time” means 7:00 P.M., New York City time, on June 9, 2026.

2.            Agreement

to Sell and Purchase.

Upon

the basis of the warranties and representations and subject to the terms and conditions herein set forth, each Forward Seller (with respect

to the Borrowed Firm Shares) and the Company (with respect to any Company Top-Up Firm Shares), severally and not jointly, agrees to sell

to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from each such Forward Sellers (with respect

to the Borrowed Firm Shares) and the Company (with respect to any Company Top-Up Firm Shares), at a purchase price of $21.80 (the “Purchase

Price”) per Firm Share, the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter.

Each Forward Seller’s obligations extend solely to the respective number of Borrowed Firm Shares set forth opposite the name of

such Forward Seller in Schedule 1 hereto under the heading “Number of Borrowed Firm Shares To Be Sold” at the Purchase

Price.

addition, the several Underwriters shall have the option to purchase pursuant to clause (a) or clause (b) below as applicable,

severally and not jointly, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of

the Option Shares at a purchase price per Option Share equal to the Purchase Price (the “Option Shares Purchase Price”).

This option may be exercised by the Underwriters at any time, and from time to time, on or before the thirtieth day following the date

hereof, by written notice to the Company and the Forward Sellers. Such notice shall set forth the aggregate number of Option Shares as

to which the option is being exercised and the date and time when the Option Shares are to be delivered (such date and time being herein

referred to as the “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be (i) earlier

than the Closing Date (as defined below) or (ii) unless otherwise agreed to by the Company, the Forward Sellers and the Underwriters,

earlier than the second or later than the tenth Business Day after the date on which the option shall have been exercised. Any such notice

shall be given at least two Business Days prior to the date and time of delivery specified therein. As used herein “Business Day”

shall mean a day on which the New York Stock Exchange (“NYSE”) is open for trading or commercial banks in the City of New

York are open for business.

Following

delivery of an exercise notice:

(a) The

Company agrees that it will use its commercially reasonable best efforts to, within two Business

Days after such notice is given, execute and deliver to each Forward Seller an additional

letter agreement between the Company and such Forward Purchaser (each, an “Additional

Confirmation”) relating to the forward sale by the Company, subject to the Company’s

right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such

Additional Confirmation), of a number of Common Shares equal to the aggregate number of Option

Shares being purchased by the Underwriters from each Forward Seller pursuant to the exercise

of such option, on terms substantially similar to the initial Confirmation, mutatis mutandis,

as agreed by the parties. Upon the Company’s execution and delivery to each Forward

Purchaser of such Additional Confirmation, each Forward Purchaser shall promptly execute

and deliver such Additional Confirmation to the Company, and upon such execution and delivery

to the Company, upon the basis of the warranties and representations and subject to the terms

and conditions herein set forth, each Forward Seller (or, in the case of any Company Top-Up

Option Shares, the Company), severally and not jointly, hereby agrees to sell to the several

Underwriters such number of Option Shares at the Option Shares Purchase Price. Each Forward

Seller’s obligations extend solely to the number of Borrowed Option Shares, which shall

be not more than the number set forth opposite the name of such Forward Seller in Schedule

1 hereto under the heading “Maximum Number of Borrowed Option Shares To Be Sold,”

at the Option Shares Purchase Price.

(b) If

the Company does not timely execute and deliver an Additional Confirmation pursuant to clause

(a) above, then, upon the basis of the warranties and representations and subject to

the terms and conditions herein set forth, the Company agrees to sell to the several Underwriters

the aggregate number of Option Shares with respect to which the option is being exercised

at the Option Shares Purchase Price.

(i) any of the representations and warranties of the Company contained herein or any certificate delivered by the Company pursuant

hereto are not true and correct as of the Closing Date or any Additional Closing Date, as the case may be, as if made as of the Closing

Date or such Additional Closing Date, (ii) the Company has not performed all of the obligations required to be performed by it under

this Agreement on or prior to the Closing Date or such Additional Closing Date, (iii) any of the conditions set forth in Section 7

hereof have not been satisfied on or prior to the Closing Date or such Additional Closing Date, (iv) this Agreement shall have been

terminated pursuant to Section 12 hereof on or prior to the Closing Date or such Additional Closing Date or the Closing Date or

such Additional Closing Date shall not have occurred, (v) any of the conditions set forth in Section 3 of the initial Confirmation

(or the equivalent section of the Additional Confirmation) shall not have been satisfied on or prior to the Closing Date or such Additional

Closing Date or (vi) any of the representations and warranties of the Company contained in the Confirmation are not true and correct

as of the Closing Date or such Additional Closing Date as if made as of the Closing Date or such Additional Closing Date (clauses (i) through

(vi), together, the “Conditions”), then each Forward Seller, in its sole discretion, may elect not to (or in the case of

clause (iv), will not) borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition,

in the event a Forward Seller determines such Forward Seller is unable to borrow and deliver for sale under this Agreement a number of

Common Shares equal to the number of Borrowed Shares pursuant to the terms of the Confirmation to be sold by it hereunder, such Forward

Seller shall only be required to deliver for sale to the Underwriters at the Closing Date or any Additional Closing Date, as the case

may be, the aggregate number of Common Shares that such Forward Seller or its affiliate is able to so borrow in connection with establishing

its commercially reasonable hedge position at or below such cost.

a Forward Seller elects, pursuant to the preceding paragraph not to borrow and deliver for sale to the Underwriters at the Closing Date

or any Additional Closing Date, as the case may be, the total number of Borrowed Shares to be sold by it hereunder, such Forward Seller

will use its commercially reasonable efforts to notify the Company no later than 5:00 p.m., New York City time, on the Business Day prior

to the Closing Date or such Additional Closing Date. Notwithstanding anything to the contrary herein, in no event will the Company be

required to issue or deliver any Company Shares prior to the second Business Day following notice to the Company of the relevant number

of Shares so deliverable in accordance with this paragraph.

3.            Delivery

of the Shares and Payment Therefor.

(a) Firm

Shares. The Firm Shares to be purchased by the Underwriters hereunder, in definitive

form, and in such authorized denominations and registered in such names as the Underwriters

may request upon at least forty-eight (48) hours’ prior notice to the Forward Sellers

or the Company, as the case may be, shall be delivered by or on behalf of the Forward Sellers

or the Company, as the case may be, to the Underwriters, including, at the option of the

Underwriters, through the facilities of The Depository Trust Company (“DTC”)

for the account of the Underwriters, against payment by or on behalf of the Underwriters

of the purchase price therefor by wire transfer of Federal (same-day) funds to the account

specified to the Underwriters by each Forward Seller (with respect to the Borrowed Firm Shares)

or by the Company (with respect to the Company Top-Up Shares), in either case, upon at least

forty-eight (48) hours’ prior notice. The time, date and place of such delivery and

payment shall be 10:00 a.m., New York City time, on the first (second, if the determination

of the purchase price of the Firm Shares occurs after 4:00 p.m., New York City time) business

day after the date hereof (unless another time and date shall be agreed to by the Underwriters,

the Forward Sellers or the Company, as applicable) at the office of Fried, Frank, Harris,

Shriver & Jacobson LLP, counsel for the Underwriters, 801 17th Street, NW Washington,

DC 20006. The time and date at which such delivery and payment are actually made is hereinafter

called the “Closing Date.”

(b) Option

Shares. Any Option Shares to be purchased by the Underwriters hereunder, in definitive

form, and in such authorized denominations and registered in such names as the Underwriters

may request upon at least forty-eight (48) hours’ prior notice to the Forward Sellers

shall be delivered by or on behalf of the Forward Sellers or the Company, as the case may

be, to the Underwriters, including, at the option of the Underwriters, through the facilities

of DTC for the account of the Underwriters, against payment by or on behalf of the Underwriters

of the purchase price therefor by wire transfer of Federal (same-day) funds to the account

specified to the Underwriters by the Company (with respect to the Company Option Shares)

or the Forward Sellers (with respect to the Borrowed Option Shares), as the case may be,

upon at least forty-eight (48) hours’ prior notice. The time, date and place of such

delivery and payment shall be 9:30 a.m., New York City time, on the date specified by

the Underwriters in the notice given by the Underwriters to the Company or the Forward Sellers,

as the case may be, of the Underwriters’ election to purchase such Option Shares or

on such other time and date as the Company and the Underwriters may agree upon in writing

at the office of Fried, Frank, Harris, Shriver & Jacobson LLP, counsel for the Underwriters,

801 17th Street, NW Washington, DC 20006.

the event that a Forward Seller elects not to borrow Shares, pursuant to Section 2 hereof,

such Forward Seller or related Forward Purchaser determines pursuant to the terms of the

Confirmation it is unable to borrow and deliver for sale under this Agreement a number of

Common Shares equal to the number of Borrowed Firm Shares or Borrowed Option Shares, as applicable,

to be purchased by the Underwriters on the Closing Date or the Additional Closing Date, as

applicable, and deliverable by such Forward Seller hereunder, or an Underwriter acting as

Forward Seller determines in good faith, in its commercially reasonable judgment, it is impracticable

to do so, then, upon notice by such Forward Seller to the Company (which notice shall be

delivered no later than 5:00 p.m., New York City time, on the Business Day immediately preceding

the Closing Date or any Additional Closing Date, as the case may be), the Company shall issue

and sell to the Underwriters, pursuant to Section 2 hereof, in whole but not in part,

an aggregate number of Common Shares equal to the number of Borrowed Firm Shares or Borrowed

Option Shares, as applicable, deliverable by the Forward Seller hereunder that the Forward

Seller does not so deliver and sell to the Underwriters. In connection with any such issuance

and sale by the Company, the Company shall have the right to postpone the Closing Date or

the Additional Closing Date, as applicable, for one business day in order to effect any required

changes in any documents or arrangements. Any Common Shares sold by the Company to the Underwriters

pursuant to this Section 3(c) in lieu of any Borrowed Firm Shares are referred

to herein as the “Company Top-Up Firm Shares.” Any Common Shares sold by the

Company to the Underwriters pursuant to this Section 3(c) in lieu of any Borrowed

Option Shares in respect of which an Additional Confirmation has been executed are referred

to herein as the “Company Top-Up Option Shares.”

(d) No

Forward Purchaser or Forward Seller shall have any liability whatsoever for any Borrowed

Firm Shares or Borrowed Option Shares that any such Forward Seller does not deliver and sell

to the Underwriters or any other party if (i) all of the Conditions with respect to

the Forward Purchaser and the Forward Seller are not satisfied on or prior to the Closing

Date or the Additional Closing Date or any additional time of purchase (in respect of any

Borrowed Option Shares in respect of which an Additional Confirmation has been executed),

as applicable, and the Forward Seller elects pursuant to Section 2 hereof not to deliver

and sell to the Underwriters the Borrowed Firm Shares or Borrowed Option Shares, as applicable,

deliverable by the Forward Seller hereunder, or (ii) any such Forward Seller or related

Forward Purchaser determines it is unable to borrow and deliver for sale under this Agreement

a number of Common Shares equal to the number of Borrowed Shares or Borrowed Option Shares,

as applicable, pursuant to the terms of a Confirmation or Additional Confirmation to be sold

by it hereunder or (iii) the Forward Seller determines in good faith, in its commercially

reasonable judgment, consistent with its normal trading and sales practices and applicable

law and regulations, it is either impracticable to do so, it being understood that the foregoing

exclusion of liability shall not apply in the case of fraud and/or any intentional misconduct.

4.            Representations

and Warranties of the Company. Each of the Company and the Partnership, jointly and severally, represents and warrants to each Underwriter,

each Forward Purchaser and each Forward Seller, that:

(a) Preliminary

Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has

been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure

Package, at the time of filing thereof, complied in all material respects with the Securities

Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement

of a material fact or omitted to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading; provided

that the Company makes no representation or warranty with respect to any statements or omissions

made in reliance upon and in conformity with information relating to any Underwriter or Forward

Purchaser furnished to the Company in writing by such Underwriter or Forward Purchaser expressly

for use in any Preliminary Prospectus, it being understood and agreed that the only such

information furnished by any Underwriter or Forward Purchaser consists of the information

described as such in Section 7(b) hereof.

(b) Pricing

Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not,

and as of the Closing Date and as of the Additional Closing Date, as the case may be, will

not, contain any untrue statement of a material fact or omit to state a material fact necessary

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

were made, not misleading; provided that the Company makes no representation or warranty

with respect to any statements or omissions made in reliance upon and in conformity with

information relating to any Underwriter or Forward Purchaser furnished to the Company in

writing by such Underwriter or Forward Purchaser expressly for use in such Pricing Disclosure

Package, it being understood and agreed that the only such information furnished by any Underwriter

or Forward Purchaser consists of the information described as such in Section 7(b) hereof.

Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus

and the Prospectus, the Company (including its agents and representatives, other than the

Underwriters in their capacity as such) has not prepared, made, used, authorized, approved

or referred to and will not prepare, make, use, authorize, approve or refer to any “written

communication” (as defined in Rule 405 under the Securities Act) that constitutes

an offer to sell or solicitation of an offer to buy the Shares (each such communication by

the Company or its agents and representatives (other than a communication referred to in

clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any

document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities

Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex

A hereto, each electronic road show and any other written communications approved in writing

in advance by the Underwriters. Each such Issuer Free Writing Prospectus complies in all

material respects with the Securities Act, has been or will be (within the time period specified

in Rule 433) filed in accordance with the Securities Act (to the extent required thereby)

and does not conflict with the information contained in the Registration Statement or the

Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus filed

prior to the first use of such Issuer Free Writing Prospectus, did not, and as of the Closing

Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue

statement of a material fact or omit to state a material fact necessary in order to make

the statements therein, in the light of the circumstances under which they were made, not

misleading; provided that the Company makes no representation or warranty with respect

to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary

Prospectus in reliance upon and in conformity with information relating to any Underwriter

or Forward Purchaser furnished to the Company in writing by such Underwriter or Forward Purchaser

expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being

understood and agreed that the only such information furnished by any Underwriter or Forward

Purchaser consists of the information described as such in Section 7(b) hereof.

(d) Registration

Statement and Prospectus. The Registration Statement is an “automatic shelf registration

statement” as defined under Rule 405 of the Securities Act that has been filed

with the Commission not earlier than three years prior to the date hereof; and no notice

of objection of the Commission to the use of such registration statement or any post-effective

amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been

received by the Company. No order suspending the effectiveness of the Registration Statement

has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A

of the Securities Act against the Company or related to the offering of the Shares has been

initiated or threatened by the Commission; as of the applicable effective date of the Registration

Statement and any post-effective amendment thereto, the Registration Statement and any such

post-effective amendment complied and will comply in all material respects with the Securities

Act, and did not and will not contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in order to make the statements

therein not misleading; and as of the date of the Prospectus and any amendment or supplement

thereto and as of the Closing Date and as of the Additional Closing Date, as the case may

be, the Prospectus will comply in all material respects with the Securities Act and will

not contain any untrue statement of a material fact or omit to state a material fact necessary

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

were made, not misleading; provided that the Company makes no representation or warranty

with respect to any statements or omissions made in reliance upon and in conformity with

information relating to any Underwriter or Forward Purchaser furnished to the Company in

writing by such Underwriter or Forward Purchaser expressly for use in the Registration Statement

and the Prospectus and any amendment or supplement thereto, it being understood and agreed

that the only such information furnished by any Underwriter or Forward Purchaser consists

of the information described as such in Section 7(b) hereof.

(e) Incorporated

Documents. The documents incorporated by reference in the Registration Statement, the

Prospectus and the Pricing Disclosure Package, when they were filed with the Commission conformed

in all material respects to the requirements of the Exchange Act, and none of such documents

contained any untrue statement of a material fact or omitted to state a material fact necessary

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

not misleading; and any further documents so filed with the Commission after the date of

filing of the final prospectus supplement under Rule 424(b) under the Securities

Act in connection with the offering of the Shares, and prior to the termination of the offering

of the Shares by the Underwriters, and incorporated by reference in the Registration Statement,

the Prospectus or the Pricing Disclosure Package, when such documents are filed with the

Commission, will conform in all material respects to the requirements of the Exchange Act

and will not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein, in the light of the circumstances under which

they were made, not misleading.

(f) Financial

Statements. The financial statements included or incorporated by reference in the Registration

Statement, the Prospectus and the Pricing Disclosure Package present fairly in all material

respects the consolidated financial position, the results of operations and cash flows of

the Company, the Partnership and their subsidiaries as of and at the dates and for the periods

specified. Such Financial Statements comply as to form in all material respects with the

applicable accounting requirements of the Securities Act, the Exchange Act, the rules and

regulations of the Commission under the Securities Act (the “Securities Act Regulations”)

and the rules and regulations of the Commission under the Exchange Act (the “Exchange

Act Regulations”) and have been prepared in conformity with generally accepted accounting

principles as applied in the United States applied on a consistent basis throughout the periods

involved, except as may be expressly stated in the related notes thereto. The pro forma financial

statements and other pro forma financial information, if any, included, or incorporated by

reference in, the Registration Statement, the Pricing Disclosure Package and the Prospectus

include assumptions that provide a reasonable basis for presenting the significant effects

directly attributable to the transactions and events described therein, the related pro forma

adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect

the proper application of those adjustments to the historical financial statement amounts

in the pro forma financial statements included or incorporated by reference in the Registration

Statement, the Pricing Disclosure Package and the Prospectus. The pro forma financial statements

included or incorporated by reference in the Registration Statement, the Pricing Disclosure

Package and the Prospectus comply as to form in all material respects with the applicable

accounting requirements of the Regulation S-X under the Securities Act and the pro forma

adjustments have been properly applied to the historical amounts in the compilation of those

statements. No other historical, pro forma or other financial statements or supporting schedules

are required under applicable law, including the Securities Act, the Securities Act Regulations,

the Exchange Act and the Exchange Act Regulations, to be included or incorporated by reference

in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The financial

data included or incorporated by reference in the Registration Statement, the Pricing Disclosure

Package and the Prospectus fairly present in all material respects the information set forth

therein on a basis consistent with that of the audited financial statements contained in

the Company’s most recent Annual Report on Form 10-K. Any non-GAAP financial measures,

as defined under Regulation G under the Securities Act, included or incorporated by reference

in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in

all material respects with the requirements of Regulation G and Item 10 of Regulation S-K

under the Securities Act. The interactive data in eXtensible Business Reporting Language

included or incorporated by reference in the Registration Statement, the Pricing Disclosure

Package and the Prospectus fairly present the information called for in all material respects

and have been prepared in accordance with the Commission’s rules and guidelines

applicable thereto.

(g) No

Material Adverse Change. Except as otherwise disclosed in the Registration Statement,

the Pricing Disclosure Package and the Prospectus, subsequent to the respective dates as

of which information is given in the Registration Statement, the Pricing Disclosure Package

and the Prospectus: (i) there has been no material adverse change, or any development

involving a prospective material adverse change, in the condition, financial or otherwise,

or in the earnings, business or operations of the Company, the Partnership and their subsidiaries,

considered as one entity (any such change, a “Material Adverse Change”); (ii) there

have been no transactions entered into by the Company, the Partnership and their subsidiaries,

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

Company, the Partnership and their subsidiaries, considered as one entity; and (iii) except

for regular quarterly dividends on the Common Shares in amounts per share that are materially

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

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

(h) Organization

and Good Standing. Each of the Company, the Partnership and their subsidiaries has been

duly incorporated, formed or organized, as the case may be, and is validly existing as a

real estate investment trust, partnership, corporation, limited liability company or other

legal entity in good standing under the laws of the jurisdiction of its incorporation, organization

or formation, as applicable, and has full real estate investment trust, partnership, corporate,

or other power and authority to own, lease and operate its properties and to conduct its

business as described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus and, in the case of the Company and the Partnership, to enter into and perform

their respective obligations under this Agreement, any Confirmation and to consummate the

transactions contemplated herein, except as would not reasonably be expected to result in

a Material Adverse Change. Each of the Company, the Partnership and each of their subsidiaries

is duly qualified as a foreign corporation or other legal entity to transact business and

is in good standing in each jurisdiction in which such qualification is required, whether

by reason of the ownership or leasing of property or the conduct of business, except for

such jurisdictions where the failure to so qualify or to be in good standing would not, individually

or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of

the issued and outstanding capital stock, membership interests, partnership interests or

similar equity interests of each subsidiary of the Company and the Partnership have been

duly authorized and validly issued, are fully paid and non-assessable, except as would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse

Change. Except as otherwise set forth in the Registration Statement, the Pricing Disclosure

Package and the Prospectus, all equity interests in each subsidiary of the Company and the

Partnership that are owned by the Company and the Partnership, directly or through subsidiaries,

are free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim

(collectively, “Liens”), except for Liens, if any, securing indebtedness as described

in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or except

for such Liens that would not, individually or in the aggregate, reasonably be expected to

result in a Material Adverse Change.

(i) Capitalization.

The authorized, issued and outstanding capital shares of the Company are as described

in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than

for subsequent issuances, if any, pursuant to this Agreement, employee benefit plans described

in the Registration Statement, the Pricing Disclosure Package and the Prospectus or upon

exercise of outstanding options described in the Registration Statement, the Pricing Disclosure

Package and the Prospectus). The Common Shares (including the Shares) conform in all material

respects to the description thereof contained in the Registration Statement, the Pricing

Disclosure Package and the Prospectus. All of the issued and outstanding Common Shares have

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

offered, sold and issued in compliance with federal and state securities laws. The issuance

of the Shares has been duly authorized and, upon being delivered and paid for pursuant to

this Agreement, the Shares will be validly issued, fully paid and non-assessable, free and

clear of any security interest, mortgage, pledge, lien, encumbrance or claim. All of the

issued and outstanding units of limited partnership interest in the Partnership have been

duly authorized by the Partnership. Any shares of Common Shares to be delivered pursuant

to any Confirmation (the “Confirmation Shares”) have been duly authorized by

the Company for issuance and sale to the applicable Forward Purchaser pursuant to such Confirmation

and, if and when issued and delivered by the Company pursuant to such Confirmation against

payment of any consideration specified therein, will be validly issued and fully paid and

non-assessable, and will not be subject to any preemptive or similar rights. None of the

outstanding Common Shares were issued in violation of any preemptive rights, rights of first

refusal or other similar rights to subscribe for or purchase securities of the Company, and

the holders of the outstanding capital shares of the Company are not entitled to preemptive

or other rights to subscribe for the Shares. There are no authorized or outstanding options,

warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity

or debt securities convertible into or exchangeable or exercisable for, any capital shares

or ownership interests in the Company other than those described in the Registration Statement,

the Pricing Disclosure Package and the Prospectus. The description of the Company’s

incentive plan and other similar plans or arrangements set forth in the Registration Statement,

the Pricing Disclosure Package and the Prospectus accurately and fairly presents the information

required to be shown with respect to such plans and arrangements.

(j) Due

Authorization. The Company and the Partnership have full right, power and authority to

execute and deliver this Agreement, any Confirmation and to perform their obligations hereunder;

and all action required to be taken for the due and proper authorization, execution and delivery

by the Company and the Partnership of this Agreement, any Confirmation and the consummation

by the Company and the Partnership of the transactions contemplated hereby has been duly

and validly taken.

(k) Underwriting

Agreement and Confirmations. This Agreement and any Confirmation has been duly authorized,

executed and delivered by the Company and the Partnership, respectively.

(l) The

Shares. The Shares have been duly authorized by the Company and, when issued and delivered

and paid for as provided herein, will be duly and validly issued, will be fully paid and

nonassessable and will conform to the descriptions thereof in the Registration Statement,

the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not

subject to any preemptive or similar rights.

(m) Descriptions

of the Underwriting Agreement. This Agreement conforms in all material respects to the

description thereof contained in the Registration Statement, the Pricing Disclosure Package

and the Prospectus.

(n) No

Violation or Default. Neither the Company, the Partnership nor any of the significant

subsidiaries is in violation of its respective declaration of trust, bylaws, partnership

agreement, certificate of formation, charter, operating agreement or similar documents. Neither

the Company, the Partnership nor any of the significant subsidiaries is in default (or, with

the giving of notice or lapse of time, would be in default) (“Default”) under

any indenture, mortgage, loan or credit agreement, note, contract, lease or other agreement,

to which the Company, the Partnership or any of the significant subsidiaries is a party or

by which it or any of them may be bound, or to which any of the property or assets of the

Company, the Partnership or any of the significant subsidiaries is subject (each, an “Existing

Instrument”), except for such Defaults as would not, individually or in the aggregate,

reasonably be expected to result in a Material Adverse Change. The execution, delivery and

performance of this Agreement and any Confirmation by the Company and the Partnership, as

applicable, the application of the proceeds from the issuance of the Shares as described

under “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus

and the consummation of the transactions contemplated hereby and thereby and by the Registration

Statement (i) will not result in any violation of the provisions of the respective declaration

of trust, bylaws, partnership agreement, certificate of formation, charter, operating agreement

or similar documents of the Company, the Partnership or any significant subsidiary, (ii) will

not conflict with or constitute a breach of, or Default under, or result in the creation

or imposition of any Lien upon any property or assets of the Company, the Partnership or

any of their significant subsidiaries under any Existing Instrument, and (iii) will

not result in any violation of any law, statute, rule, regulation, judgment, order or decree,

administrative regulation or administrative or court decree applicable to the Company, the

Partnership or any significant subsidiary or any of its or their property, except, in the

case of clauses (ii) and (iii) above as would not, individually or in the aggregate,

reasonably be expected to result in a Material Adverse Change.

(o) No

Consents Required. No consent, approval, authorization or other order of, or registration

or filing with, any court or other governmental or regulatory authority or agency, is required

for the Company’s or the Partnership’s execution, delivery and performance of

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

and thereby and by the Registration Statement, the Prospectus and the Pricing Disclosure

Package, except such consents, approvals, authorizations, orders, filings, registrations

or qualifications as may be required under applicable state securities or Blue Sky laws and

from the Financial Industry Regulatory Authority, Inc. (“FINRA”).

(p) Legal

Proceedings. Except as otherwise disclosed in the Registration Statement, the Pricing

Disclosure Package and the Prospectus, there are no legal or governmental actions, suits,

investigations or proceedings involving the Company, the Partnership or any of their subsidiaries

pending or, to the best of the Company’s or the Partnership’s knowledge, threatened

that would reasonably be expected to result in a Material Adverse Change or have a material

adverse effect the consummation of the transactions contemplated by this Agreement or any

Confirmation. No labor dispute with the employees of the Company, the Partnership or any

of their subsidiaries exists or, to the best of the Company’s and the Partnership’s

knowledge, is threatened that would reasonably be expected to result in a Material Adverse

Change.

(q) Independent

Accountants. Deloitte & Touche LLP, which delivered its audit report with respect

to the consolidated financial statements of the Company for the fiscal year ended December 31,

2025, including the related notes and schedules, if any, thereto, filed with the Commission

and included or incorporated by reference in the Registration Statement, the Pricing Disclosure

Package and the Prospectus, is an independent registered public accounting firm as required

by the Securities Act, the Exchange Act and the rules and regulations of the Public

Company Accounting Oversight Board.

(r) Title

to Real and Personal Property. Each of the Company, the Partnership and each of their

subsidiaries owns or leases all such properties as are necessary to the conduct of their

respective operations as presently conducted, except as would not, individually or in the

aggregate, reasonably be expected to result in a Material Adverse Change. The Company, the

Partnership and each of their subsidiaries has good and marketable title to all the properties

and assets reflected as owned in the Company’s consolidated financial statements (and

schedules thereto) or elsewhere in the Registration Statement, the Pricing Disclosure Package

and the Prospectus, in each case free and clear of any security interests, mortgages, liens,

encumbrances, equities, claims and other defects, except as disclosed in the Registration

Statement, the Pricing Disclosure Package and the Prospectus or where the existence of any

security interest, mortgage, lien, encumbrance, equity, claim or other defect would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse

Change. The real property, improvements, equipment and personal property held under lease

by the Company, the Partnership or any of their subsidiaries are held under valid and enforceable

leases, except as disclosed in the Registration Statement, the Pricing Disclosure Package

and the Prospectus, or where the invalidity or unenforceability of any leases would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse

Change.

(s) Intellectual

Property. The Company, the Partnership and their subsidiaries own or possess sufficient

trademarks, trade names, patent rights, copyrights, domain names, licenses, approvals, trade

secrets and other similar rights (collectively, “Intellectual Property Rights”)

reasonably necessary to conduct their businesses as now conducted or as proposed to be conducted

in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except

for such Intellectual Property Rights the absence of which would not, individually or in

the aggregate, reasonably be expected to result in a Material Adverse Change. Except as set

forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither

the Company, the Partnership, nor any of their subsidiaries has received any notice of infringement

or conflict with asserted Intellectual Property Rights of others, which infringement or conflict,

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

Adverse Change. The Company and the Partnership are not parties to or bound by any options,

licenses or agreements with respect to the Intellectual Property Rights of any other person

or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure

Package and the Prospectus and are not described in all material respects. None of the technology

employed by the Company or the Partnership has been obtained or is being used by the Company

or the Partnership in violation of any contractual obligation binding on the Company, the

Partnership or, to the Company’s or the Partnership’s knowledge, any of their

officers, trustees or employees or is otherwise in violation of the rights of any persons,

except for violations which would not, individually or in the aggregate, reasonably be expected

to result in a Material Adverse Change.

(t) No

Undisclosed Relationships. There are no business relationships or related-party transactions

involving the Company, the Partnership or any subsidiary of either or any other person required

to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus

that have not been described as required.

(u) Investment

Company Act. Each of the Company and the Partnership is not, and after giving effect

to the offer and sale of the Shares, as applicable, and after receipt of payment for the

Shares on the Closing Date and on the Additional Closing Date and any proceeds received pursuant

to an Confirmation, as the case may be, and the application of the proceeds therefrom as

described under “Use of Proceeds” in each of the Registration Statement, the

Pricing Disclosure Package and the Prospectus will not be, required to be registered as,

an “investment company” or a company “controlled” by an “investment

company” within the meaning of the Investment Company Act of 1940, as amended.

(v) Taxes.

The Company, the Partnership and their subsidiaries (i) have filed all material

federal, state, local and foreign income and franchise tax returns required to be filed by

such entities or have properly requested extensions thereof, and (ii) have paid all

material taxes required to be paid by any of them and, if due and payable, any related or

similar assessment, fine or penalty levied against any of them, except in the case of each

of (i) and (ii), to the extent they have been or are being contested in good faith and

by appropriate proceedings, as would not reasonably be expected to result in a Material Adverse

Change or as set forth in the Registration Statement, the Pricing Disclosure Package and

the Prospectus. To the knowledge of the Company, there is no tax deficiency likely to be

asserted against the Company, the Partnership or any of their subsidiaries that would reasonably

be expected to result in a Material Adverse Change. All material tax liabilities, if any,

of the Company, the Partnership and their subsidiaries are adequately provided for on the

respective books of the entities.

(w) Licenses

and Permits. The Company, the Partnership and each subsidiary possess such valid and

current certificates, authorizations, licenses or permits issued by the appropriate state,

federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses,

except where the failure to possess such certificates, authorizations, licenses or permits

would not, individually or in the aggregate, reasonably be expected to result in a Material

Adverse Change, and neither the Company, the Partnership nor any of their subsidiaries has

received any notice of proceedings relating to the revocation or modification of, or non-compliance

with, any such certificate, authorization, license or permit which, singly or in the aggregate,

if the subject of an unfavorable decision, ruling or finding, would reasonably be expected

to result in a Material Adverse Change, except as set forth in the Registration Statement,

the Pricing Disclosure Package and the Prospectus.

(x) REIT

Qualification. The Company has met the requirements for qualification and taxation as

a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986,

as amended (the “Code”), as of the close of every taxable year during the Company’s

existence, and the Company’s current and proposed method of operation will enable it

to continue to meet the requirements for qualification and taxation as a real estate investment

trust for federal income tax purposes.

(y) Qualification

of Partnership and Subsidiaries. Each of the Partnership and any limited liability company

or partnership subsidiary, except for any such subsidiaries that have elected to be treated

as taxable REIT subsidiaries, is qualified as a partnership or a disregarded entity for federal

income tax purposes and not as an association taxable as a corporation or as a publicly traded

partnership.

(z) Certain

Environmental Matters. Except (x) as otherwise described in the Registration Statement,

the Pricing Disclosure Package and the Prospectus or (y) as would not, individually

or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) neither

the Company, the Partnership, nor any of their subsidiaries is in violation of any federal,

state, local or foreign law or regulation relating to pollution or protection of human health

or the environment (including, without limitation, ambient air, surface water, groundwater,

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

relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,

contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products

(collectively, “Materials of Environmental Concern”), or otherwise relating to

the manufacture, processing, distribution, use, treatment, storage, disposal, transport or

handling of Materials of Environmental Concern (collectively, “Environmental Laws”),

which violation includes, but is not limited to, noncompliance with any permits or other

governmental authorizations required for the operation of the business of the Company, the

Partnership or their subsidiaries under applicable Environmental Laws, or noncompliance with

the terms and conditions thereof, nor has the Company, the Partnership or any of their subsidiaries

received any written communication, whether from a governmental authority, citizens group,

employee or otherwise, that alleges that the Company, the Partnership or any of their subsidiaries

is in violation of any Environmental Law; (ii) there is no claim, action or cause of

action filed with a court or governmental authority, no investigation with respect to which

the Company or the Partnership has received written notice, and no written notice by any

person or entity alleging potential liability for investigatory costs, cleanup costs, governmental

responses costs, natural resources damages, property damages, personal injuries, attorneys’

fees or penalties arising out of, based on or resulting from the presence, or release into

the environment, of any Materials of Environmental Concern at any location owned, leased

or operated by the Company, the Partnership or any of their subsidiaries, now or in the past

(collectively, “Environmental Claims”), pending or, to the best of the Company’s

and the Partnership’s knowledge, threatened against the Company, the Partnership or

any of their subsidiaries or any person or entity whose liability for any Environmental Claim

the Company, the Partnership or any of their subsidiaries has retained or assumed either

contractually or by operation of law; and (iii) to the Company’s and the Partnership’s

knowledge, there are no past or present actions, activities, circumstances, conditions, events

or incidents, including, without limitation, the release, emission, discharge, presence or

disposal of any Materials of Environmental Concern, that reasonably could result in a violation

of any Environmental Law or form the basis of a potential Environmental Claim against the

Company, the Partnership or any of their subsidiaries or against any person or entity whose

liability for any Environmental Claim the Company, the Partnership, or any of their subsidiaries

has retained or assumed either contractually or by operation of law. Except as set forth

in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither

the Company, the Partnership nor any subsidiary has been named as a “potentially responsible

party” under the Comprehensive Environmental Responses Compensation and Liability Act

of 1980, as amended.

(aa) Compliance

with ERISA. The Company, the Partnership and their subsidiaries and any “Employee

Benefit Plan” (as defined under the Employee Retirement Income Security Act of 1974,

as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))

established or maintained by the Company, the Partnership and their subsidiaries or their

ERISA Affiliates (as defined in this Section 1(aa)) are in compliance in all material

respects with ERISA. “ERISA Affiliate” means, with respect to the Company, the

Partnership or a subsidiary, any member of any group of organizations described in Sections

414(b), (c), (m) or (o) of the Code, of which the Company, the Partnership or such

subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred

or is reasonably expected to occur with respect to any Employee Benefit Plan established

or maintained by the Company, the Partnership, their subsidiaries or any of their ERISA Affiliates.

No Employee Benefit Plan established or maintained by the Company, the Partnership, their

subsidiaries or any of their ERISA Affiliates, if such Employee Benefit Plan were terminated,

would have any “amount of unfunded benefit liabilities” (as defined under ERISA).

Neither the Company, the Partnership, their subsidiaries nor any of their ERISA Affiliates

has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA

with respect to termination of, or withdrawal from, any Employee Benefit Plan or (ii) Sections

412, 4971, 4975 or 4980B of the Code. Each Employee Benefit Plan established or maintained

by the Company, the Partnership, their subsidiaries or any of their ERISA Affiliates that

is intended to be qualified under Section 401(a) of the Code is so qualified and

nothing has occurred, whether by action or failure to act, which would cause the loss of

such qualification.

(bb) Controls.

The Company has established and maintains, on a consolidated basis, disclosure controls and

procedures (as such term is defined in Rules 13a-15 and 15d15 under the Exchange Act

Regulations); such disclosure controls and procedures are designed to ensure that the information

required to be disclosed by the Company in the reports it files or submits under the Exchange

Act is accumulated and communicated to management of the Company and its subsidiaries, including

their respective principal executive officers and principal financial officers, as appropriate,

to allow timely decisions regarding required disclosure to be made; and such disclosure controls

and procedures are effective in all material respects to perform the functions for which

they were established. Except as otherwise described in the Registration Statement, the Pricing

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

fiscal year, (i) the Company has not been advised of (A) any material weaknesses

in the design or operation of internal controls that would adversely affect the ability of

the Company or any of its subsidiaries to record, process, summarize and report financial

data, or any material weaknesses in internal controls or (B) any fraud, whether or not

material, that involves management or other employees who have a significant role in the

internal controls of the Company and each of its subsidiaries, and (ii) there have been

no changes in internal controls or in other factors that materially affected, or are reasonably

likely to materially affect, internal controls, including any corrective actions with regard

to significant deficiencies and material weaknesses. The Company, the Partnership and their

subsidiaries, on a consolidated basis, maintain a system of internal accounting controls

sufficient to provide reasonable assurances that: (i) transactions are executed in accordance

with management’s general or specific authorization; (ii) transactions are recorded

as necessary to permit preparation of financial statements in conformity with generally accepted

accounting principles as applied in the United States and to maintain accountability for

assets; (iii) access to assets is permitted only in accordance with management’s

general or specific authorization; and (iv) the recorded accountability for assets is

compared with existing assets at reasonable intervals and appropriate action is taken with

respect to any differences.

(cc) Insurance.

Each of the Company, the Partnership and their subsidiaries are insured by recognized,

financially sound and reputable institutions with policies in such amounts and with such

deductibles and covering such risks as are prudent and customary for their respective businesses

including, but not limited to, policies covering real and personal property owned or leased

by the Company, the Partnership and their subsidiaries against theft, damage, destruction,

acts of vandalism and all other risks customarily insured against, except where the failure

to be so insured would not reasonably be expected to result in a Material Adverse Change.

All such policies of insurance are in full force and effect, except as would not reasonably

be expected to result in a Material Adverse Change. There are no claims by the Company, the

Partnership or any of their subsidiaries under any such policy or instrument as to which

any insurance company is denying liability or defending under a reservation of rights clause,

except where such denial or defense would not, individually or in the aggregate, reasonably

be expected to result in a Material Adverse Change. Neither the Company, the Partnership

nor any subsidiary has been refused insurance coverage sought or applied for and neither

the Company, the Partnership nor any subsidiary has reason to believe that it or any subsidiary

will not be able (i) to renew its existing insurance coverage as and when such policies

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

or appropriate to conduct its business as now conducted, in each case, at a cost that would

not reasonably be expected to result in a Material Adverse Change, or except as set forth

in or contemplated by the Registration Statement, the Pricing Disclosure Package and the

Prospectus.

(dd) Cybersecurity;

Data Protection. (A) To the knowledge of the Company and the Partnership, there

has been no security breach or incident, unauthorized access or disclosure, or other compromise

of or relating to the Company’s, the Partnership’s or their subsidiaries’

information technology and computer systems, networks, hardware, software, data and databases

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

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

and their subsidiaries, and any such data processed or stored by third parties on behalf

of the Company, the Partnership and their subsidiaries), equipment or technology (collectively,

“IT Systems and Data”): (B) none of the Company, the Partnership nor their

subsidiaries have been notified of, and have no knowledge of any event or condition that

would reasonably be expected to result in, any security breach or incident, unauthorized

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

the Partnership and their subsidiaries have implemented appropriate controls, policies, procedures,

and technological safeguards to maintain and protect the integrity, continuous operation,

redundancy and security of their IT Systems and Data reasonably consistent with industry

standards and practices, or as required by applicable regulatory standards, except as would

not, in the case of each of (A) through (C), reasonably be expected to result in a Material

Adverse Change with respect to the Company, the Partnership and their subsidiaries, considered

as one entity. The Company, the Partnership and their subsidiaries are presently in material

compliance with all applicable laws or statutes and all judgments, orders, rules and

regulations of any court or arbitrator or governmental or regulatory authority, internal

policies and contractual obligations relating to the privacy and security of IT Systems and

Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation

or modification.

(ee) No

Unlawful Payments. Neither the Company, the Partnership nor any of their subsidiaries

nor, to the knowledge of the Company or the Partnership, any trustee, officer, agent, employee

or affiliate of the Company, the Partnership or any of their subsidiaries is aware of or

has taken any action, directly or indirectly, that would result in a violation of such persons

of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations

thereunder (the “FCPA”), including, without limitation, making use of the mails

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

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

gift, promise to give or authorization of the giving of anything of value to any “foreign

official” (as such term is defined in the FCPA) or any foreign political party or official

thereof or any candidate for foreign political office, in contravention of the FCPA and the

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

Partnership, their affiliates have conducted their businesses in compliance with the FCPA

and have instituted and maintain policies and procedures designed to ensure, and which are

reasonably expected to continue to ensure, continued compliance therewith.

(ff) Compliance

with Anti-Money Laundering Laws. The operations of the Company, the Partnership and their

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

recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and

regulations thereunder and any related or similar rules, regulations or guidelines, issued,

administered or enforced by any governmental agency (collectively, the “Money Laundering

Laws”) and no action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Company, the Partnership or any of their

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

of the Company or the Partnership threatened.

(gg) No

Conflicts with Sanctions Laws. Neither the Company, the Partnership nor any of their

subsidiaries nor, to the knowledge of the Company, the Partnership, any trustee, officer,

agent, employee or affiliate of the Company or the Partnership or any of their subsidiaries

is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control

of the U.S. Treasury Department.

(hh) Limited

Partnership Agreement. The limited partnership agreement of the Partnership, including

any amendments thereto has been duly and validly authorized, executed and delivered by the

Company and, to the best knowledge of the Company, all the partners of the Partnership and

constitutes a valid and binding agreement, enforceable in accordance with its terms, except

as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting

creditors’ rights generally or by general principles of equity.

(ii) No

Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly

or indirectly, from paying any dividends to the Company, from making any other distribution

on such subsidiary’s capital stock, from repaying to the Company any loans or advances

to such subsidiary from the Company or from transferring any of such subsidiary’s property

or assets to the Company or any other subsidiary of the Company, except as would not reasonably

be expected to result in a Material Adverse Change or as described in or contemplated by

the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(jj) No

Broker’s Fees. Except as disclosed in the Registration Statement, the Pricing Disclosure

Package and the Prospectus, there is no broker, finder or other party that is entitled to

receive from the Company or the Partnership, any brokerage or finder’s fee or other

fee or commission as a result of any transactions contemplated by this Agreement.

(kk) No

Registration Rights. No person has the right to require the Company or any of its subsidiaries

to register any securities for sale under the Securities Act by reason of the filing of the

Registration Statement with the Commission or the issuance and sale of the Shares.

(ll) No

Stabilization. The Company and the Partnership have not taken and will not take, directly

or indirectly, any action designed to or that might be reasonably expected to cause or result

in, or which has constituted or which might reasonably be expected to constitute, the stabilization

or manipulation of the price of any security of the Company to facilitate the sale or resale

of the Shares.

(mm) Margin

Rules. Neither the issuance, sale and delivery of the Shares nor the application of the

proceeds thereof by the Company as described in each of the Registration Statement, the Pricing

Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors

of the Federal Reserve System or any other regulation of such Board of Governors.

(nn) Statistical

and Market Data. Nothing has come to the attention of the Company that has caused the

Company to believe that the statistical and market-related data included or incorporated

by reference in each of the Registration Statement, the Pricing Disclosure Package and the

Prospectus is not based on or derived from sources that are reliable and accurate in all

material respects.

(oo) Sarbanes-Oxley

Act. There is and has been no failure on the part of the Company and any of the Company’s

trustees or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley

Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley

Act”), including Section 402 of the Sarbanes-Oxley Act related to loans and Sections

302 and 906 thereof related to certifications.

(pp) Status

under the Securities Act. (A) At the original effectiveness of the Registration

Statement, (B) at the earliest time after the original effectiveness of the Registration

Statement that the Company or another offering participant made a bona fide offer (within

the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Shares,

and (C) as of the date of the execution and delivery of this Agreement (with such date

being used as the determination date for purposes of this clause), the Company was not and

is not an “ineligible issuer,” and is a well-known seasoned issuer, in each case

as defined in Rule 405 under the Securities Act, without taking account of any determination

by the Commission pursuant to Rule 405 under the Securities Act Regulations that it

is not necessary that the Company be considered an ineligible issuer.

(qq) No

Ratings. There are (and prior to the Closing Date, will be) no outstanding debt securities,

convertible securities or preferred stock issued or guaranteed by the Company or the Partnership

that are rated by a “nationally recognized statistical rating organization”,

as such term is defined in Section 3(a)(62) under the Exchange Act.

(rr) Confirmations.

Each Confirmation will have been as of its date, duly authorized, executed and delivered

by the Company and when executed and delivered by the Forward Purchaser, such Confirmation

will constitute a valid and binding obligation of the Company, enforceable against the Company

in accordance with its terms, except as enforcement thereof may be limited by bankruptcy,

fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws relating

to or affecting creditors’ rights generally or by general equity principles (regardless

of whether enforcement is considered in a proceeding in equity or at law). The description

of the Confirmations set forth in the Pricing Disclosure Package, the Prospectus, or any

Issuer Free Writing Prospectus is correct in all material respects.

(ss) In

addition, any certificate signed by any officer of the Company or the Partnership and delivered

to the Underwriters, the Forward Purchasers or their counsel shall be deemed a representation

and warranty by the Company and the Partnership, jointly and severally, to the Underwriters

and/or Forward Purchasers, as applicable, as to the matters covered thereby.

5.            Further

Agreements of the Company. The Company covenants and agrees with each Underwriter, each Forward Seller and each Forward Purchaser

that:

(a) Required

Filings. The Company will file: (i) the Prospectus with the Commission within the

time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the

Securities Act, (ii) any Issuer Free Writing Prospectus to the extent required by Rule 433

under the Securities Act; and (iii) promptly all reports and any definitive proxy or

information statements required to be filed by the Company with the Commission pursuant to

Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of

the Prospectus and for so long as the delivery of a prospectus is required in connection

with the offering or sale of the Shares; and the Company will furnish copies of the Prospectus

and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters,

Forward Sellers and Forward Purchasers in New York City prior to 10:00 A.M., New York City

time, on the business day next succeeding the date of this Agreement in such quantities as

the Underwriters, Forward Sellers and Forward Purchasers may reasonably request. The Company

will pay the registration fee for this offering within the time period required by Rule 456(b)(1) under

the Securities Act (without giving effect to the proviso therein) and in any event prior

to the Closing Date.

(b) Delivery

of Copies. The Company will deliver, without charge, (i) to the Underwriters, Forward

Sellers and Forward Purchasers three signed copies of the Registration Statement as originally

filed and each amendment thereto, in each case including all exhibits and consents filed

therewith and documents incorporated by reference therein; and (ii) to each Underwriter

(A) a conformed copy of the Registration Statement as originally filed and each amendment

thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined

below), as many copies of the Prospectus (including all amendments and supplements thereto

and documents incorporated by reference therein and each Issuer Free Writing Prospectus)

as the Underwriter may reasonably request. As used herein, the term “Prospectus Delivery

Period” means such period of time after the first date of the public offering of the

Shares as in the opinion of counsel for the Underwriters, Forward Sellers and Forward Purchasers

a prospectus relating to the Shares is required by law to be delivered (or required to be

delivered but for Rule 172 under the Securities Act) in connection with sales of the

Shares by any Underwriter or dealer.

or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using,

authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before

filing any amendment or supplement to the Registration Statement, the Pricing Disclosure

Package or the Prospectus, the Company will furnish to the Underwriters and Forward Purchasers

and counsel for the Underwriters and Forward Purchasers a copy of the proposed Issuer Free

Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize,

approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed

amendment or supplement to which any Underwriter reasonably objects.

(d) Notice

to the Underwriters and Forward Purchasers. The Company will advise the Underwriters

and Forward Purchasers promptly, and confirm such advice in writing, (i) when any amendment

to the Registration Statement has been filed or becomes effective; (ii) when any supplement

to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus

or any amendment to the Prospectus has been filed or distributed; (iii) of any request

by the Commission for any amendment to the Registration Statement or any amendment or supplement

to the Prospectus or the receipt of any comments from the Commission relating to the Registration

Statement or any other request by the Commission for any additional information; (iv) of

the issuance by the Commission or any other governmental or regulatory authority of any order

suspending the effectiveness of the Registration Statement or preventing or suspending the

use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus

or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A

of the Securities Act; (v) of the occurrence of any event or development within the

Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure

Package, or any Issuer Free Writing Prospectus as then amended or supplemented would include

any untrue statement of a material fact or omit to state a material fact necessary in order

to make the statements therein, in the light of the circumstances existing when the Prospectus,

the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus is delivered to

a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection

of the Commission to the use of the Registration Statement or any post-effective amendment

thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of

the receipt by the Company of any notice with respect to any suspension of the qualification

of the Shares for offer and sale in any jurisdiction or the initiation or threatening of

any proceeding for such purpose; and the Company will use its reasonable best efforts to

prevent the issuance of any such order suspending the effectiveness of the Registration Statement,

preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure

Package or the Prospectus or suspending any such qualification of the Shares and, if any

such order is issued, will obtain as soon as possible the withdrawal thereof.

(e) Ongoing

Compliance. (1) If during the Prospectus Delivery Period (i) any event or development

shall occur or condition shall exist as a result of which the Prospectus as then amended

or supplemented would include any untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements therein, in the light of the circumstances

existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it

is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately

notify the Underwriters and Forward Purchasers thereof and forthwith prepare and, subject

to paragraph (c) above, file with the Commission and furnish to the Underwriters and

Forward Purchasers and to such dealers as the Underwriters and Forward Purchasers may designate

such amendments or supplements to the Prospectus (or any document to be filed with the Commission

and incorporated by reference therein) as may be necessary so that the statements in the

Prospectus as so amended or supplemented (or any document to be filed with the Commission

and incorporated by reference therein) will not, in the light of the circumstances existing

when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus

will comply with law and (2) if at any time prior to the Closing Date (i) any event

or development shall occur or condition shall exist as a result of which the Pricing Disclosure

Package as then amended or supplemented would include any untrue statement of a material

fact or omit to state any material fact necessary in order to make the statements therein,

in the light of the circumstances existing when the Pricing Disclosure Package is delivered

to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing

Disclosure Package to comply with law, the Company will immediately notify the Underwriters

and Forward Purchasers thereof and forthwith prepare and, subject to paragraph (c) above,

file with the Commission (to the extent required) and furnish to the Underwriters and Forward

Purchasers and to such dealers as the Underwriters and Forward Purchasers may designate such

amendments or supplements to the Pricing Disclosure Package (or any document to be filed

with the Commission and incorporated by reference therein) as may be necessary so that the

statements in the Pricing Disclosure Package as so amended or supplemented will not, in the

light of the circumstances existing when the Pricing Disclosure Package is delivered to a

purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

(f) Blue

Sky Compliance. The Company will qualify the Shares for offer and sale under the securities

or Blue Sky laws of such jurisdictions as the Underwriters and Forward Purchasers shall reasonably

request and will continue such qualifications in effect so long as required for distribution

of the Shares; provided that the Company shall not be required to (i) qualify

as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction

where it would not otherwise be required to so qualify, (ii) file any general consent

to service of process in any such jurisdiction or (iii) subject itself to taxation in

any such jurisdiction if it is not otherwise so subject.

(g) Earning

Statement. The Company will make generally available to its security holders and the

Underwriters and Forward Purchasers as soon as practicable an earning statement that satisfies

the provisions of Section 11(a) of the Securities Act and Rule 158 of the

Commission promulgated thereunder covering a period of at least twelve months beginning with

the first fiscal quarter of the Company occurring after the “effective date”

(as defined in Rule 158) of the Registration Statement, which obligation may be satisfied

by filing such earnings statement or statements with the Commission’s Electronic Data

Gathering, Analysis and Retrieval system (“EDGAR”).

(h) Clear

Market. For a period of 30 days (“Lock-up Period”) after the date of the

Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any

option or contract to purchase, purchase any option or contract to sell, grant any option,

right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,

or submit to, or file with, the Commission a registration statement under the Securities

Act relating to, any Common Shares or any securities convertible into or exercisable or exchangeable

for Common Shares, or publicly disclose the intention to undertake any of the foregoing,

or (ii) enter into any swap or other agreement that transfers, in whole or in part,

any of the economic consequences of ownership of the Common Shares or any such other securities,

whether any such transaction described in clause (i) or (ii) above is to be settled

by delivery of Common Shares or such other securities, in cash or otherwise, without the

prior written consent of the Underwriters and Forward Purchasers, other than the Shares to

be sold hereunder.

The

restrictions described above do not apply to (i) the filing of a prospectus supplement with the Commission under Rule 424(b) in

connection with the Company’s at-the-market program (it being understood that the Company shall not be permitted to make any sales

under such at-the-market program during the Lock-up Period), (ii) the issuance of Common Shares or securities convertible into or

exercisable for Common Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants

or options (including net exercise) or the settlement of restricted stock units (“RSUs”) (including net settlement), in each

case outstanding on the date of this Agreement and described in the Prospectus; (iii) grants of options, share appreciation rights,

restricted shares, RSUs, unrestricted shares, dividend equivalent rights, common units of limited partnership interest in the Partnership

(“OP Units”) granted as long-term incentive compensation, or other equity awards and the issuance of Common Shares or securities

convertible into or exercisable or exchangeable for Common Shares (whether upon the exercise of stock options or otherwise) pursuant

to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus (each such plan, an “Incentive

Plan”); (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant

to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition

or similar strategic transaction, (v) Common Shares issuable upon the exchange of common and preferred OP Units, and (vi) Common

Shares in respect of tax withholding payments due upon the exercise of options or the vesting of restricted stock grants pursuant to

any Incentive Plan.

(i) Use

of Proceeds. The Company and the Partnership will apply the net proceeds from the sale

of the Shares as described in each of the Registration Statement, the Pricing Disclosure

Package and the Prospectus under the heading “Use of Proceeds”.

(j) No

Stabilization. Neither the Company nor its subsidiaries or affiliates will take, directly

or indirectly, any action designed to or that could reasonably be expected to cause or result

in any stabilization or manipulation of the price of the Common Shares.

(k) Exchange

Listing. The Company will use its reasonable best efforts to list, subject to notice

of issuance, the Shares on the New York Stock Exchange (the “Exchange”).

(l) Reports.

So long as the Shares are outstanding, the Company will furnish to the Underwriters and

Forward Purchasers, as soon as they are available, copies of all reports or other communications

(financial or other) furnished to holders of the Shares, and copies of any reports and financial

statements furnished to or filed with the Commission or any national securities exchange

or automatic quotation system; provided the Company will be deemed to have furnished

such reports and financial statements to the Underwriters and Forward Purchasers to the extent

they are filed on EDGAR.

(m) Record

Retention. The Company will, pursuant to reasonable procedures developed in good faith,

retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission

in accordance with Rule 433 under the Securities Act.

6.            Certain

Agreements of the Underwriters and Forward Purchasers. Each Underwriter and Forward Purchaser hereby represents and agrees that:

(a) It

has not and will not use, authorize use of, refer to or participate in the planning for use

of, any “free writing prospectus”, as defined in Rule 405 under the Securities

Act (which term includes use of any written information furnished to the Commission by the

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

issued by the Company) other than (i) a free writing prospectus that contains no “issuer

information” (as defined in Rule 433(h)(2) under the Securities Act) that

was not included (including through incorporation by reference) in the Preliminary Prospectus

or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus

listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above

(including any electronic road show), or (iii) any free writing prospectus prepared

by such underwriter and approved by the Company in advance in writing (each such free writing

prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).

(b) It

has not and will not, without the prior written consent of the Company, use any free writing

prospectus that contains the final terms of the Shares unless such terms have previously

been included in a free writing prospectus filed with the Commission.

is not subject to any pending proceeding under Section 8A of the Securities Act with

respect to the offering (and will promptly notify the Company if any such proceeding against

it is initiated during the Prospectus Delivery Period).

7.            Conditions

of Underwriters’ and Forward Sellers’ Obligations. The obligations of each Forward Seller hereunder to sell and deliver

the Borrowed Firm Shares and the Borrowed Option Shares and of the Underwriters hereunder to purchase and pay for the Shares, as provided

herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional

conditions:

(a) Registration

Compliance; No Stop Order. No order suspending the effectiveness of the Registration

Statement shall be in effect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or

pursuant to Section 8A under the Securities Act shall be pending before or threatened

by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been

timely filed with the Commission under the Securities Act (in the case of an Issuer Free

Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and

in accordance with Section 4(a) hereof; and all requests by the Commission for

additional information shall have been complied with to the reasonable satisfaction of the

Underwriters, Forward Sellers and Forward Purchasers.

(b) Representations

and Warranties. The representations and warranties of the Company and the Partnership

contained herein shall be true and correct on the date hereof and on and as of the Closing

Date or the Additional Closing Date, as the case may be; and the statements of the Company

and its officers made in any certificates delivered pursuant to this Agreement shall be true

and correct on and as of the Closing Date or the Additional Closing Date, as the case may

be.

Material Adverse Change. No event or condition of a type described in Section 3(g) hereof

shall have occurred or shall exist, which event or condition is not described in the Pricing

Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding

any amendment or supplement thereto) and the effect of which in the judgment of the Underwriters,

Forward Sellers and Forward Purchasers makes it impracticable or inadvisable to proceed with

the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing

Date, as the case may be, on the terms and in the manner contemplated by this Agreement,

any Confirmation, the Pricing Disclosure Package and the Prospectus.

(d) Officer’s

Certificate. The Underwriters, Forward Sellers and Forward Purchasers shall have received

on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate

of the chief financial officer or chief accounting officer of the Company and one additional

senior executive officer of the Company who is satisfactory to the Underwriters, Forward

Sellers and Forward Purchasers (i) confirming that such officers have carefully reviewed

the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the

knowledge of such officers, the representations set forth in Sections 3(b) and 3(d) hereof

are true and correct, (ii) confirming that the other representations and warranties

of the Company and the Partnership in this Agreement are true and correct and that the Company

and the Partnership have complied with all agreements and satisfied all conditions on their

part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional

Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a),

(b) and (c) above.

(e) Comfort

Letters. On the date of this Agreement and on the Closing Date or the Additional Closing

Date, as the case may be, Deloitte & Touche LLP shall have furnished to the Underwriters,

Forward Sellers and Forward Purchasers, at the request of the Company, letters, dated the

respective dates of delivery thereof and addressed to the Underwriters, Forward Sellers and

Forward Purchasers, in form and substance reasonably satisfactory to the Underwriters, Forward

Sellers and Forward Purchasers, containing statements and information of the type customarily

included in accountants’ “comfort letters” to underwriters with respect

to the financial statements and certain financial information contained or incorporated by

reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus;

provided, that the letter delivered on the Closing Date or the Additional Closing Date, as

the case may be, shall use a “cut-off” date no more than two business days prior

to such Closing Date or such Additional Closing Date, as the case may be.

(f) Opinion

and 10b-5 Statement of Counsel for the Company. Goodwin Procter LLP, counsel for the

Company, shall have furnished to the Underwriters, Forward Sellers and Forward Purchasers,

at the request of the Company, their written opinion and 10b-5 statement, dated the Closing

Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters,

Forward Sellers and Forward Purchasers, in form and substance reasonably satisfactory to

the Underwriters, Forward Sellers and Forward Purchasers.

(g) Reserved.

(h) Opinion

of Tax Counsel for the Company. Seyfarth Shaw LLP, tax counsel for the Company, shall

have furnished to the Underwriters, Forward Sellers and Forward Purchasers, at the request

of the Company, their written opinion, dated the Closing Date or the Additional Closing Date,

as the case may be, and addressed to the Underwriters, Forward Sellers and Forward Purchasers,

in form and substance reasonably satisfactory to the Underwriters, Forward Sellers and Forward

Purchasers.

(i) Opinion

of Maryland Counsel for the Company. Venable LLP, Maryland counsel for the Company, shall

have furnished to the Underwriters, Forward Sellers and Forward Purchasers, at the request

of the Company, their written opinion, dated the Closing Date or the Additional Closing Date,

as the case may be, and addressed to the Underwriters, Forward Sellers and Forward Purchasers,

in form and substance reasonably satisfactory to the Underwriters, Forward Sellers and Forward

Purchasers.

(j) Opinion

and 10b-5 Statement of Counsel for the Underwriters, Forward Sellers and Forward Purchasers.

The Underwriters, Forward Sellers and Forward Purchasers shall have received on and as

of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5

statement, addressed to the Underwriters, Forward Sellers and Forward Purchasers, of Fried,

Frank, Harris, Shriver & Jacobson LLP, counsel for the Underwriters, Forward Sellers

and Forward Purchasers, with respect to such matters as the Underwriters, Forward Sellers

and Forward Purchasers may reasonably request, and such counsel shall have received such

documents and information as they may reasonably request to enable them to pass upon such

matters.

(k) No

Legal Impediment to Issuance and Sale. No action shall have been taken and no statute,

rule, regulation or order shall have been enacted, adopted or issued by any federal, state

or foreign governmental or regulatory authority that would, as of the Closing Date or the

Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares;

and no injunction or order of any federal, state or foreign court shall have been issued

that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent

the issuance or sale of the Shares.

(l) Good

Standing. The Underwriters, Forward Sellers and Forward Purchasers shall have received

on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory

evidence of the good standing of the Company and the Partnership in their respective jurisdictions

of organization, in each case in writing or any standard form of telecommunication from the

appropriate governmental authorities of such jurisdictions.

(m) Exchange

Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date,

as the case may be, shall have been approved for listing on the Exchange, subject to official

notice of issuance.

(n) Lock-up

Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A

hereto, executed by certain officers and trustees of the Company listed on Exhibit B

hereto relating to sales and certain other dispositions of Common Shares or certain other

securities, delivered to the Underwriters, Forward Sellers and Forward Purchasers on or before

the date hereof, shall be full force and effect on the Closing Date or the Additional Closing

Date, as the case may be.

(o) Additional

Documents. On or prior to the Closing Date or the Additional Closing Date, as the case

may be, the Company shall have furnished to the Underwriters, Forward Sellers and Forward

Purchasers such further certificates and documents as the Underwriters, Forward Sellers and

Forward Purchasers may reasonably request.

All

opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with

the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters, Forward Sellers

and Forward Purchasers.

8.            Indemnification

and Contribution.

(a) Indemnification

of the Underwriters and Forward Purchasers. The Company and the Partnership, jointly

and severally agree to indemnify and hold harmless each Underwriter, its affiliates (as such

term is defined in Rule 501(b) of the Securities Act Regulations), directors and

officers and each person, if any, who controls such Underwriter within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act, and the successors and assigns

of all of the foregoing persons from and against any and all losses, claims, damages and

liabilities (including, without limitation, legal fees and other expenses incurred in connection

with any suit, action or proceeding or any claim asserted, as such fees and expenses are

incurred), that any of the foregoing persons may incur under the Securities Act, the Exchange

Act, federal or state statutory law or regulation, the common law, or otherwise, insofar

as such loss, claim, damage, clam or liability arises out of, or is based upon, (i) any

untrue statement or alleged untrue statement of a material fact contained in the Registration

Statement or caused by any omission or alleged omission to state therein a material fact

required to be stated therein or necessary in order to make the statements therein, not misleading,

or (ii) any untrue statement or alleged untrue statement of a material fact contained

in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any

Issuer Free Writing Prospectus, any “issuer information” filed or required to

be filed pursuant to Rule 433(d) under the Securities Act, any road show as defined

in Rule 433(h) under the Securities Act (a “road show”) or any Pricing

Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended),

or caused by any omission or alleged omission to state therein a material fact necessary

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

made, not misleading, in each case except insofar as such losses, claims, damages or liabilities

arise out of, or are based upon, any untrue statement or omission or alleged untrue statement

or omission made in reliance upon and in conformity with any information relating to any

Underwriter furnished to the Company in writing by such Underwriter expressly for use therein,

it being understood and agreed that the only such information furnished by any Underwriter

consists of the information described as such in paragraph (b) below.

(b) Indemnification

of the Company and the Partnership. Each Underwriter agrees, severally and not jointly,

to indemnify and hold harmless the Company and the Partnership, and, as applicable, their

trustees, officers who signed the Registration Statement and each person, if any, who controls

the Company and the Partnership within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph

(a) above, but only with respect to any losses, claims, damages or liabilities that

arise out of, or are based upon, any untrue statement or omission or alleged untrue statement

or omission made in reliance upon and in conformity with any information relating to such

Underwriter furnished to the Company in writing by such Underwriter expressly for use in

the Registration Statement, the Prospectus (or any amendment or supplement thereto), any

Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show or any Pricing

Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended),

it being understood and agreed upon that the only such information furnished by any Underwriter

consists of the following information in the Prospectus furnished on behalf of each Underwriter:

the information contained in the twelfth and thirteenth paragraphs under the caption “Underwriting”.

and Procedures. If any suit, action, proceeding (including any governmental or regulatory

investigation), claim or demand shall be brought or asserted against any person in respect

of which indemnification may be sought pursuant to the preceding paragraphs of this Section 7,

such person (the “Indemnified Person”) shall promptly notify the person against

whom such indemnification may be sought (the “Indemnifying Person”) in writing;

provided that the failure to notify the Indemnifying Person shall not relieve it from

any liability that it may have under the preceding paragraphs of this Section 7 except

to the extent that it has been materially prejudiced (through the forfeiture of substantive

rights or defenses) by such failure; and provided, further, that the failure

to notify the Indemnifying Person shall not relieve it from any liability that it may have

to an Indemnified Person otherwise than under the preceding paragraphs of this Section 7.

If any such proceeding shall be brought or asserted against an Indemnified Person and it

shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain

counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent

of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified

Person and any others entitled to indemnification pursuant to this Section 7 that the

Indemnifying Person may designate in such proceeding and shall pay the fees and expenses

in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding,

as incurred. In any such proceeding, any Indemnified Person shall have the right to retain

its own counsel, but the fees and expenses of such counsel shall be at the expense of such

Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall

have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within

a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the

Indemnified Person shall have reasonably concluded that there may be legal defenses available

to it that are different from or in addition to those available to the Indemnifying Person;

or (iv) the named parties in any such proceeding (including any impleaded parties) include

both the Indemnifying Person and the Indemnified Person and representation of both parties

by the same counsel would be inappropriate due to actual or potential differing interests

between them. It is understood and agreed that the Indemnifying Person shall not, in connection

with any proceeding or related proceeding in the same jurisdiction, be liable for the fees

and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified

Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred.

Any such separate firm for any Underwriter, its affiliates, directors and officers and any

control persons of such Underwriter shall be designated in writing by the Underwriters and

Forward Purchasers and any such separate firm for the Company, the Partnership, and, as applicable,

their trustees, officers who signed the Registration Statement and any control persons of

the Company and the Partnership shall be designated in writing by the Company and the Partnership,

respectively. The Indemnifying Person shall not be liable for any settlement of any proceeding

effected without its written consent, but if settled with such consent, the Indemnifying

Person agrees to indemnify each Indemnified Person from and against any loss or liability

by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified

Person shall have requested that an Indemnifying Person reimburse the Indemnified Person

for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person

shall be liable for any settlement of any proceeding effected without its written consent

if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying

Person of such request and (ii) the Indemnifying Person shall not have reimbursed the

Indemnified Person in accordance with such request prior to the date of such settlement.

No Indemnifying Person shall, without the written consent of the Indemnified Person, effect

any settlement of any pending or threatened proceeding in respect of which any Indemnified

Person is or could have been a party and indemnification could have been sought hereunder

by such Indemnified Person, unless such settlement (x) includes an unconditional release

of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified

Person, from all liability on claims that are the subject matter of such proceeding and (y) does

not include any statement as to or any admission of fault, culpability or a failure to act

by or on behalf of any Indemnified Person.

(d) Contribution.

If the indemnification provided for in paragraphs (a) or (b) above is unavailable

to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities

referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying

such Indemnified Person thereunder, shall contribute to the amount paid or payable by such

Indemnified Person as a result of such losses, claims, damages or liabilities (i) in

such proportion as is appropriate to reflect the relative benefits received by the Company

and the Partnership, on the one hand, and the Underwriters and Forward Purchasers on the

other, from the offering of the Shares or (ii) if the allocation provided by clause

(i) is not permitted by applicable law, in such proportion as is appropriate to reflect

not only the relative benefits referred to in clause (i) but also the relative fault

of the Company and the Partnership, on the one hand, and the Underwriters and Forward Purchasers

on the other, in connection with the statements or omissions that resulted in such losses,

claims, damages or liabilities, as well as any other relevant equitable considerations. The

relative benefits received by the Company and the Partnership, on the one hand, and the Underwriters

and Forward Purchasers on the other, shall be deemed to be in the same respective proportions

as the net proceeds (before deducting expenses) received by the Company from the sale of

the Shares and the total underwriting discounts and commissions received by the Underwriters

and Forward Purchasers in connection therewith, in each case as set forth in the table on

the cover of the Prospectus, or the fee to be received by bear to the aggregate offering

price of the Shares. The relative fault of the Company and the Partnership, on the one hand,

and the Underwriters and Forward Purchasers on the other, shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact

or the omission or alleged omission to state a material fact relates to information supplied

by the Company or the Partnership or by the Underwriters and Forward Purchasers and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such

statement or omission.

(e) Limitation

on Liability. The Company, the Partnership, the Underwriters and Forward Purchasers agree

that it would not be just and equitable if contribution pursuant to paragraph (d) above

were determined by pro rata allocation (even if the Underwriters and Forward Purchasers

were treated as one entity for such purpose) or by any other method of allocation that does

not take account of the equitable considerations referred to in paragraph (d) above.

The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages

and liabilities referred to in paragraph (d) above shall be deemed to include, subject

to the limitations set forth above, any legal or other expenses incurred by such Indemnified

Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs

(d) and (e), in no event shall an Underwriter be required to contribute any amount in

excess of the amount by which the total underwriting discounts and commissions received by

such Underwriter with respect to the offering of the Shares exceeds the amount of any damages

that such Underwriter has otherwise been required to pay by reason of such untrue or alleged

untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to

contribution from any person who was not guilty of such fraudulent misrepresentation. The

Underwriters and Forward Purchasers’ obligations to contribute pursuant to paragraphs

(d) and (e) are several in proportion to their respective purchase obligations

hereunder and not joint.

(f) Non-Exclusive

Remedies. The remedies provided for in this Section 7 paragraphs (a) through

(e) are not exclusive and shall not limit any rights or remedies which may otherwise

be available to any Indemnified Person at law or in equity.

9.            Effectiveness

of Agreement. This Agreement shall become effective as of the date first written above.

10.          Termination.

This Agreement may be terminated in the absolute discretion of the Underwriters, Forward Sellers and Forward Purchasers, by notice

to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option

Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any

of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall

have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities

shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation

of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the

judgment of the Underwriters, Forward Sellers and Forward Purchasers, is material and adverse and makes it impracticable or inadvisable

to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be,

on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. Notwithstanding anything

to the contrary contained in this Agreement, no termination of this Agreement shall effect the validity, effectiveness or enforceability

of any executed Confirmation and any such executed Confirmation shall remain in full force and effect notwithstanding such termination

(subject to the terms and conditions of such Confirmation).

11.          Defaulting

Underwriter.

(a) If,

on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults

on its obligation to purchase the Shares that it has agreed to purchase hereunder on such

date, the non-defaulting Underwriters may in their discretion arrange for the purchase of

such Shares by other persons satisfactory to the Company on the terms contained in this Agreement.

If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters

do not arrange for the purchase of such Shares, then the Company shall be entitled to a further

period of 36 hours within which to procure other persons satisfactory to the non-defaulting

Underwriters to purchase such Shares on such terms. If other persons become obligated or

agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters

or the Company may postpone the Closing Date or the Additional Closing Date, as the case

may be, for up to five full business days in order to effect any changes that in the opinion

of counsel for the Company or counsel for the Underwriters may be necessary in the Registration

Statement and the Prospectus or in any other document or arrangement, and the Company agrees

to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus

that effects any such changes. As used in this Agreement, the term “Underwriter”

includes, for all purposes of this Agreement unless the context otherwise requires, any person

not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares

that a defaulting Underwriter agreed but failed to purchase.

(b) If,

after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter

or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph

(a) above, the aggregate number of Shares that remain unpurchased on the Closing Date

or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate

number of Shares to be purchased on such date, then the Company shall have the right to require

each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed

to purchase hereunder on such date plus such Underwriter’s pro rata share (based on

the number of Shares that such Underwriter agreed to purchase on such date) of the Shares

of such defaulting Underwriter or Underwriters for which such arrangements have not been

made.

after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter

or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph

(a) above, the aggregate number of Shares that remain unpurchased on the Closing Date

or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate

amount of Shares to be purchased on such date, or if the Company shall not exercise the right

described in paragraph (b) above, then this Agreement or, with respect to any Additional

Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing

Date, as the case may be, shall terminate without liability on the part of the non-defaulting

Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be

without liability on the part of the Company or the Partnership, except that the Company

will continue to be liable for the payment of expenses as set forth in Section 11 hereof

and except that the provisions of Section 7 hereof shall not terminate and shall remain

in effect.

(d) Nothing

contained herein shall relieve a defaulting Underwriter of any liability it may have to the

Company or any non-defaulting Underwriter for damages caused by its default.

12.          Payment

of Expenses.

(a) Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement

is terminated, the Company will pay or cause to be paid all costs and expenses incident to

the performance of its obligations hereunder, including without limitation, (i) the

costs incident to the authorization, issuance, sale, preparation and delivery of the Shares

and any taxes payable in that connection; (ii) the costs incident to the preparation,

printing and filing under the Securities Act of the Registration Statement, the Preliminary

Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus

(including all exhibits, amendments and supplements thereto) and the distribution thereof;

(iii) the fees and expenses of the Company’s counsel and independent accountants;

(iv) the fees and expenses incurred in connection with the registration or qualification

and determination of eligibility for investment of the Shares under the laws of such jurisdictions

as the Underwriters may designate and the preparation, printing and distribution of a Blue

Sky Memorandum (including the related fees and expenses of counsel for the Underwriters);

(v) the cost of preparing stock certificates; (vi) the costs and charges of any

transfer agent and any registrar; (vii) all expenses and application fees incurred in

connection with any filing with, and clearance of the offering by, FINRA; (viii) all

expenses incurred by the Company in connection with any “road show” presentation

to potential investors; and (ix) all expenses and application fees related to the listing

of the Shares on the Exchange.

(b) Except

as otherwise set forth herein, the Company shall not be required to pay for any of the Underwriters’

expenses, except that if (i) this Agreement is terminated pursuant to Section 9,

(ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters

or (iii) the Underwriters decline to purchase the Shares for any reason permitted under

this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented

out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably

incurred by the Underwriters in connection with this Agreement and the offering contemplated

hereby.

13.          Persons

Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective

successors and the officers, trustees and directors and any controlling persons referred to herein, and the affiliates of each Underwriter

referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal

or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from

any Underwriter shall be deemed to be a successor merely by reason of such purchase.

An entity acting

as a Forward Purchaser (the “Previous Forward Purchaser”) may, without the consent of the other parties hereto, designate

an affiliate to replace it as Forward Purchaser (the “New Forward Purchaser”), in which case, from the date of such designation,

the New Forward Purchaser shall for all the purposes of this Agreement be substituted for the Previous Forward Purchaser as a Forward

Purchaser party hereto (as assignee of the Previous Forward Purchaser).

14.          Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Partnership, the Underwriters,

Forward Sellers and the Forward Purchasers contained in this Agreement or made by or on behalf of the Company, the Partnership or the

Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the

Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on

behalf of the Company, the Partnership or the Underwriters, Forward Sellers and the Forward Purchasers or the directors, trustees, officers,

controlling persons or affiliates referred to in Section 7 hereof.

15.          Certain

Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”

has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other

than a day on which banks are permitted or required to be closed in New York City; (c) the term “subsidiary” has the

meaning set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary” has the meaning

set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

16.            Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Underwriters to properly identify their respective clients.

17.          Miscellaneous.

(a) Notices.

All notices and other communications hereunder shall be in writing and shall be deemed

to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication.

Notices to the Underwriters and Forward Sellers shall be given to the Underwriters and Forward

Sellers c/o BofA Securities, Inc., One Bryant Park, New York, NY 10036, Email: dg.ecm_execution_services@bofa.com,

Attention: Syndicate Department, with a copy to: Email: dg.ecm_legal@bofa.com Attention:

ECM Legal, c/o Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General

Counsel, c/o Truist Securities, Inc., 740 Battery Ave SE, 3rd Floor, Atlanta, Georgia

30339, and c/o Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001,

Attention: Equity Syndicate Department, Facsimile: (212) 214-5918. Notices to the Company

and the Partnership shall be given to them at 411 Theodore Fremd Avenue, Suite 300,

Rye, New York 10580, Facsimile: 914-288-2138, Attention: Chief Legal Officer. Notices to

the Forward Purchasers shall be given to the Forward Purchasers c/o Bank of America, N.A.

One Bryant Park, New York, NY 10036, Email: dg.ecm_execution_services@bofa.com, Attention:

Syndicate Department, with a copy to: Email: dg.ecm_legal@bofa.com Attention: ECM Legal,

c/o Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel,

c/o Truist Bank, 740 Battery Ave SE, 3rd Floor, Atlanta, Georgia 30339, and c/o Wells Fargo

Bank, National Association, 500 West 33rd Street, New York, New York 10001, Attention: Equity

Syndicate Department, Facsimile: (212) 214-5918. Notices to the Company and the Partnership

shall be given to them at 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580,

Facsimile: 914-288-2138, Attention: Chief Legal Officer.

(b) Governing

Law. This Agreement and any claim, controversy or dispute arising under or related to

this Agreement shall be governed by and construed in accordance with the laws of the State

of New York.

to Jurisdiction. The Company, the Partnership, the Underwriters, Forward Sellers and

Forward Purchasers hereby submit to the exclusive jurisdiction of the U.S. federal and New

York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding

arising out of or relating to this Agreement or the transactions contemplated hereby. Each

of the Company, the Partnership, the Underwriters, Forward Sellers and Forward Purchasers

waives any objection which it may now or hereafter have to the laying of venue of any such

suit or proceeding in such courts. Each of the Company, the Partnership, the Underwriters,

Forward Sellers and Forward Purchasers agrees that final judgment in any such suit, action

or proceeding brought in such court shall be conclusive and binding upon the Company, the

Partnership, the Underwriters, and the Forward Purchasers as applicable, and may be enforced

in any court to the jurisdiction of which Company, the Partnership and the Underwriters are

subject by a suit upon such judgment.

(d) Waiver

of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in

any suit or proceeding arising out of or relating to this Agreement.

(e) Recognition

of the U.S. Special Resolution Regimes.

In the event that

any Underwriter or Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,

the transfer from such Underwriter or Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement,

will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and

any such interest and obligation, were governed by the laws of the United States or a state of the United States.

In the event that

any Underwriter or Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding

under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter or Forward

Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution

Regime if this Agreement were governed by the laws of the United States or a state of the United States.

used in this Section 16(e):

“BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,

12 U.S.C. § 1841(k).

“Covered

Entity” means any of the following:

(i)            a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)           a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)          a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable.

“U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(f) Counterparts.

This Agreement and any Confirmation may be signed in counterparts (which may include

counterparts delivered by any standard form of telecommunication), each of which shall be

an original and all of which together shall constitute one and the same instrument.

(g) Amendments

or Waivers. No amendment or waiver of any provision of this Agreement or any Confirmation

nor any consent or approval to any departure therefrom, shall in any event be effective

unless the same shall be in writing and signed by the parties hereto.

(h) Headings.

The headings herein are included for convenience of reference only and are not intended

to be part of, or to affect the meaning or interpretation of, this Agreement.

[Signature pages follow.]

ACADIA REALTY TRUST

By:

/s/ Jason Blacksberg

Name:

Jason Blacksberg

Title:

Executive Vice and Chief Legal Officer

ACADIA REALTY LIMITED PARTNERSHIP

By:

ACADIA REALTY TRUST Its sole general

partner

By:

/s/ Jason Blacksberg

Name:

Jason Blacksberg

Title:

Executive Vice and Chief Legal Officer

[Signature

page to Underwriting Agreement]

Accepted as of

the date first written above:

BofA Securities,

Inc.

By:

/s/

Hicham Hamdouch

Name:

Hicham Hamdouch

Title:

Managing Director

Jefferies LLC

By:

/s/

Michael Ryan

Name:

Michael Ryan

Title:

Head of Block Trades

Truist Securities,

Inc.

By:

/s/

Justin Bowman

Name:

Justin Bowman

Title:

Managing Director

Wells Fargo Securities,

LLC

By:

/s/

Rohit Mehta

Name:

Rohit Mehta

Title:

Managing Director

As Underwriters

[Signature

page to Underwriting Agreement]

Accepted as of

the date first written above:

Bank of America,

N.A.

By:

/s/

Jake Mendelsohn

Name:

Jake Mendelsohn

Title:

Managing Director

Jefferies LLC

By:

/s/

Michael Ryan

Name:

Michael Ryan

Title:

Head of Block Trades

Truist Bank

By:

/s/

West Riggs

Name:

West Riggs

Title:

Managing Director, Group Head

of Equity Capital Markets

Wells Fargo Bank,

National Association

By:

/s/

Christine Roemer

Name:

Christine Roemer

Title:

Managing Director

As Forward Purchasers

[Signature page to Underwriting

Agreement]

Schedule 1

Underwriter

Number of Firm Shares

BofA Securities, Inc.

2,700,000

Jefferies LLC

2,100,000

Truist Securities, Inc.

2,100,000

Wells Fargo Securities, LLC

2,100,000

Total

9,000,000

Forward Seller

Number

Borrowed Firm

Shares to be Sold

Maximum

Number of

Borrowed Option

Shares To Be Sold

BofA Securities, Inc.

2,700,000

405,000

Jefferies LLC

2,100,000

315,000

Truist Securities, Inc.

2,100,000

315,000

Wells Fargo Securities, LLC

2,100,000

315,000

Total

9,000,000

1,350,000

ANNEX A

a.            Pricing

Disclosure Package

None.

b.            Pricing

Information Provided Orally by Underwriters

The public offering price

as to each investor shall be the price paid by each investor.

The number of Borrowed Firm Shares purchased by the Underwriters: 9,000,000

The number of Borrowed Option Shares that the Underwriters have the option to purchase: 1,350,000

ANNEX B

Form of Confirmation

EXHIBIT A

FORM OF LOCK-UP

AGREEMENT

June 9, 2026

BofA Securities, Inc.

Jefferies LLC

Truist Securities, Inc.

Wells Fargo Securities, LLC

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

c/o Truist Securities, Inc.

740 Battery Ave SE, 3rd Floor

Atlanta, Georgia 30339

c/o Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, NY 10001

Re: ACADIA

REALTY TRUST — Public Offering

The undersigned

understands that you, as Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with

Acadia Realty Trust, a Maryland real estate investment trust (the “Company”) and Acadia Realty Limited Partnership, a Delaware

limited partnership (the “Partnership”), providing for the public offering (the “Public Offering”) by the Underwriters

named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of up to 10,350,000 (inclusive of the Underwriters’

option to purchase additional shares) common shares of beneficial interest, par value $0.001 per share (“Common Shares”),

of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth

in the Underwriting Agreement.

In consideration

of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration

receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of BofA Securities, Inc.,

Jefferies LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, the undersigned will not, and will not cause any direct

or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and

ending at the close of business 30 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”)

(such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase,

purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly

or indirectly, any Common Shares, $0.001 per share par value, or any securities convertible into or exercisable or exchangeable for Common

Shares (including without limitation, Common Shares or such other securities which may be deemed to be beneficially owned by the undersigned

in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise

of a stock option or warrant) (collectively, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement

or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether

any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise,

(3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, or (4) publicly disclose

the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging

in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry

into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described

or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether

by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any

Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery

of Lock-Up Securities, in cash or otherwise.

Notwithstanding

the foregoing, the undersigned may:

(a)            transfer

the undersigned’s Lock-Up Securities:

(i)            as

a bona fide gift or gifts, or for bona fide estate planning purposes,

(ii)           by

will or intestacy,

(iii)            to

any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is

a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement,

“immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not

more remote than first cousin),

(iv)          to

a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the

legal and beneficial owner of all of the outstanding equity securities or similar interests,

(v)           to

a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above,

(vi)          if

the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation,

partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated

under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by,

managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of

doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed

by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned,

(vii)         by

operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,

(viii)        to

the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,

(ix)          as

part of a sale of the undersigned’s Lock-Up Securities acquired in open market transactions after the closing date for the Public

Offering,

(x)           to

the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase

shares of Common Shares (including, in each case, by way of “net” or “cashless” exercise), including for the

payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted

stock units, options, warrants or rights, provided that any such shares of Common Shares received upon such exercise, vesting or settlement

shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants

or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity

award plan, each such agreement or plan which is described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

(xi)          pursuant

to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Trustees

of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company

(for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other

similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of

capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting

securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation

or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this

Letter Agreement; provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv),

(v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee

shall execute and deliver to the Underwriters a lock-up letter in the form of this Letter, (B) in the case of any transfer or distribution

pursuant to clause (a) (ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, devisee, transferor,

transferee, distributer or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and no

public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution, and (C) in

the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a condition to such transfer that

no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act,

or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Shares in connection

with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall

clearly indicate in the footnotes thereto the nature and conditions of such transfer.

(b)            exercise

outstanding options, settle restricted stock units or other equity awards or exercise warrants pursuant to plans described in the Registration

Statement, the Pricing Disclosure Package and the Prospectus; provided that any Lock-up Securities received upon such exercise, vesting

or settlement shall be subject to the terms of this Letter Agreement;

outstanding preferred stock, warrants to acquire preferred stock or convertible securities into shares of Common Shares or warrants to

acquire shares of Common Shares; provided that any such shares of Common Shares or warrants received upon such conversion shall be subject

to the terms of this Letter Agreement; and

(d)            establish

or modify trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities; provided

that (1) such plans do not provide for the transfer of Lock-Up Securities during the Restricted Period and (2) no filing by

any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan.

In furtherance

of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein,

are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter

Agreement.

The undersigned

hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein

conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal

representatives of the undersigned.

The undersigned

acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited

any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal,

accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees

that, although the Underwriters may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to

you in connection with the Public Offering, the Underwriters are not making a recommendation to you to enter into this Letter Agreement,

participate in the Public Offering, or sell any Shares at the price determined in the Public Offering, and nothing set forth in such

disclosures is intended to suggest that the Underwriters is making such a recommendation.

The undersigned

understands that, if the Underwriting Agreement does not become effective by June 11, 2026, or if the Underwriting Agreement (other

than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common

Shares to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands

that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter

Agreement.

This Letter Agreement

and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance

with the laws of the State of New York.

Very truly yours,

[NAME OF TRUSTEE/OFFICER]

By:

Name:

Title:

EXHIBIT B

Lock-up Parties

· Kenneth

F. Bernstein

· Jason

Blacksberg

· David

Buell

· Mark

A. Denien

· John

Gottfried

· Kenneth

A. McIntyre

· William

T. Spitz

· Lynn

C. Thurber

· Lee

S. Wielansky

· Hope

B. Woodhouse

· C.

David Zoba

· Reginald

Livingston

EX-1.2 — EXHIBIT 1.2

EX-1.2

Filename: tm2617384d4_ex1-2.htm · Sequence: 3

Exhibit 1.2

Date:    June 9,

2026

To:      Acadia

Realty Trust

411 Theodore Fremd Avenue, Suite 300

Rye, New York, 10580

From:      Bank

of America, N.A

Re: Registered Forward Transaction

Ladies and Gentlemen:

The purpose of

this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between

us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred

to in the ISDA Master Agreement specified below.

1. The definitions and provisions

contained in the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “2002

Definitions” and, together with the 2006 Definitions, the “Definitions”), each as published by the International Swaps

and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the 2002 Definitions

and the 2006 Definitions, the 2002 Definitions will govern. In the event of any inconsistency between the Definitions and this Confirmation,

this Confirmation will govern.

Each

party further agrees that this Confirmation and the Agreement (as defined below) together evidence a complete binding agreement between

Party A and Party B as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all

prior or contemporaneous written or oral communications with respect thereto. This Confirmation, together with any other Confirmations

for registered forward transactions entered into between Party A and Party B (each, an “Additional Confirmation”) shall supplement,

form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Party

A and Party B had executed an agreement in such form on the Trade Date with New York law (without regard to choice of law doctrine other

than Title 14 of Article 5 of the New York General Obligations Law) as the governing law. In the event of any inconsistency between

the Agreement, this Confirmation, the 2006 Definitions and the 2002 Definitions, the following will prevail for purposes of the Transaction

in the order of precedence indicated: (i) this Confirmation; (ii) the 2002 Definitions; (iii) the 2006 Definitions

and (iv) the Agreement. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates

and the Transactions to which the Additional Confirmations, if any, relate (each, an “Additional Transaction”), shall be

governed by the Agreement. For purposes of the 2002 Definitions, the Transaction is a Share Forward Transaction.

Party

A and Party B each represent to the other that it has entered into the Transaction in reliance upon such tax, accounting, regulatory,

legal, and financial advice as it deems necessary and not upon any view expressed by the other.

2. The terms of the particular Transaction

to which this Confirmation relates are as follows:

General

Terms:

Party

Bank

of America, N.A

Party

Acadia

Realty Trust

Trade

Date:

June

9, 2026

Effective

Date:

June

10, 2026, or such later date on which the conditions set forth in Section 3 under the heading “Conditions to Effectiveness”

below have settled.

Base

Amount:

Initially,

2,700,000 Shares (the “Initial Number of Shares”); provided, however, that on each Settlement Date, the Base Amount

shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity

Date:

The

earlier of (i) June 9, 2027 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day) and (ii)

the date on which the Base Amount is reduced to zero.

Forward

Price:

the Effective Date, the Initial Forward Price, and on any other day, the Forward Price as of the immediately

preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided

that on each Forward Price Reduction Date, the Forward Price in effect on such date shall be the Forward

Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price

Reduction Date.

Notwithstanding

anything to the contrary contained herein, to the extent Party B delivers Shares hereunder on or after a Forward Price Reduction

Date and at or before the record date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price

Reduction Date, the Calculation Agent shall adjust the Forward Price, in a good faith and commercially reasonable manner, to preserve

the economic intent of the parties hereto (taking into account Party A’s commercially reasonable hedge positions in respect

of the Transaction).

Initial

Forward Price:

USD 21.80

per Share

Daily

Rate:

For any

day, a rate equal to (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii) 360.

Overnight

Bank Rate:

For any

day, the rate set forth for such day opposite the caption “Overnight Bank Funding Rate”, as such rate is displayed on

the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service, or any successor page; provided

that, if no rate appears on any day on such page, the rate for the immediately preceding day for which a rate does so appear shall

be used for such day.

Spread:

75 basis

points.

Prepayment:

Not Applicable.

Variable

Obligation:

Not Applicable.

Forward

Price Reduction Date:

Each date

(other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction Date.”

Forward

Price Reduction

Amount:

For each

Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I.

Common

shares, USD 0.001 par value per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier:

“AKR”).

Exchange:

New York Stock Exchange.

Exchange(s):

All Exchanges.

Clearance

System:

DTC.

Calculation

Agent:

Party

A. In the event the Calculation Agent makes any calculations, adjustments or determinations pursuant to this Confirmation, the Agreement

or the Equity Definitions, the Calculation Agent shall promptly, upon written request from Party B, provide an explanation in reasonable

detail of the basis for any such calculation, adjustment or determination to Party B (including any quotations, market data or information

from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing its

proprietary models or other information that is subject to contractual, legal or regulatory obligations to not disclose such information);

provided that following the occurrence of an Event of Default under Section 5(a)(vii) of the Agreement with respect to which Party

A is the Defaulting Party, Party B shall have the right to designate a nationally recognized third-party dealer in over-the-counter

corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early

Termination Date with respect to such Event of Default, as the Calculation Agent. Whenever the Calculation Agent is required or permitted

to act or to exercise judgment in any way with respect to any Transaction hereunder, including, without limitation, with respect

to calculations, adjustments and determinations that are made in its sole discretion or otherwise, the Calculation Agent shall do

so in good faith and in a commercially reasonable manner.

Settlement

Terms:

Settlement

Date:

Any Scheduled

Trading Day following the Effective Date and up to and including the Maturity Date, as designated by (a) Party A pursuant to “Termination

Settlement” below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice

Requirements and is delivered to Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the

Maturity Date, if Physical Settlement applies, and (ii) 20 Scheduled Trading Days prior to such Settlement Date, which may be the

Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that (i) the Maturity Date shall be a Settlement

Date if on such date the Base Amount is greater than zero and (ii) if Cash Settlement or Net Share Settlement applies and Party A

shall have fully unwound its hedge during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement

Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified

Settlement Date as the Settlement Date.

Settlement

With respect

to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement

Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of

Settlement Shares shall be equal to the Base Amount on such date.

Settlement:

Physical

Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement Notice delivered on

or after the Effective Date (if applicable) that satisfies the Settlement Notice Requirements; provided that Physical Settlement

shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Party

A is unable, in its good faith and commercially reasonable judgment, to unwind its hedge for the Transaction by the end of the Unwind

Period in a manner that, in the reasonable judgment of Party A, based on the advice of counsel, is consistent with Rule 10b-18 under

the Exchange Act or due to the occurrence of Disrupted Days or to the lack of sufficient liquidity in the Shares on any Exchange

Business Day during the Unwind Period relative to the liquidity on the Effective Date, (iii) to any Termination Settlement Date (as

defined below under “Termination Settlement”), (iv) if the Maturity Date is a Settlement Date other than as the result

of a valid Settlement Notice in respect of such Settlement Date or (v) if Party B has entered into an additional Share Forward or

other equity derivative transaction (each, an “Additional Equity Derivative Transaction”), Party A determines, based

on the advice of counsel, that it is unable to unwind its hedge for the Transaction in a manner consistent with Rule 10b-18 under

the Exchange Act.

Settlement

Notice Requirements:

Notwithstanding

any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will

not be effective unless the Settlement Notice includes a representation by Party B substantially in the form set forth in clause

(i) below under the heading “Representations, Warranties and Agreements of Party B”.

Unwind

Period:

The period

from and including the first Exchange Business Day following the date Party B provides Settlement Notice for a valid election of

Cash Settlement or Net Share Settlement in respect of a Settlement Date through the first Scheduled Trading Day preceding such Settlement

Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day and excluding

any Disrupted Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period

is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including,

without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the

occurrence of such Disrupted Day.

Market

Disruption Event:

Section

6.3(a) of the 2002 Definitions is hereby amended by replacing the first sentence in its entirety with the following: “‘Market

Disruption Event’ means in respect of a Share, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange Disruption,

(iii) an Early Closure or (iv) a Regulatory Disruption, in each case, that the Calculation Agent determines in its good faith and

commercially reasonable manner, is material at any time during a Scheduled Trading Day.”

Early

Closure:

Section

6.3(d) of the 2002 Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing

Time” in the fourth line thereof.

Regulatory

Disruption:

Any event

that Party A, in its good faith and commercially reasonable discretion, based on advice of counsel, determines it appropriate with

regard to any legal, regulatory or self-regulatory requirements or related policies and procedures (that apply broadly to similar

transactions for other issuers) for Party A to refrain from or decrease any market activity in connection with the Transaction. Subject

to applicable legal requirements and Party A’s internal policies and guidelines, Party A shall promptly notify Party B upon

the occurrence of a Regulatory Disruption and shall subsequently promptly notify Party B on the day Party A determines that the circumstances

giving rise to such Regulatory Disruption have changed. Party A shall make its determination of a Regulatory Disruption in a manner

consistent with the determinations made with respect to other issuers under similar facts and circumstances..

Exchange

Act:

The Securities

Exchange Act of 1934, as amended from time to time

Securities

Act:

The Securities

Act of 1933, as amended from time to time.

Physical

Settlement:

On any

Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the Clearance System the

Settlement Shares for such Settlement Date, and Party A shall pay to Party B, by wire transfer of immediately available funds to

an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery

versus payment basis. If, on any Settlement Date, the Shares to be delivered by Party B to Party A hereunder are not so delivered

(the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement

Date to, but excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount

payable by Party A to Party B in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction

Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

Physical

Settlement Amount:

For any

Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of (i) the Forward Price

on such Settlement Date and (ii) the number of Settlement Shares for such Settlement Date.

Cash

Settlement:

On any

Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Settlement Date is a positive

number, Party A will pay such Cash Settlement Amount to Party B. If the Cash Settlement Amount is a negative number, Party B will

pay the absolute value of such Cash Settlement Amount to Party A. Such amounts shall be paid on the Settlement Date by wire transfer

of immediately available funds.

Cash

Settlement Amount:

For

any Settlement Date in respect of which Cash Settlement applies, an amount determined by the Calculation Agent equal to the difference

between (1) the product of (i) the difference between (A) the average Forward Price over the period beginning on, and including,

the date that is one Settlement Cycle following the first day of the applicable Unwind Period and ending on, and including, such

Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during the

Unwind Period), minus USD 0.015, and (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such

Unwind Period, and (ii) the number of Settlement Shares for such Settlement Date, and (2) the product of (i) the Forward Price Reduction

Amount for any Forward Price Reduction Date that occurs during such Unwind Period, and (ii) the number of Settlement Shares with

respect to which Party A has not unwound its hedge for the Transaction as of such Forward Price Reduction Date.

Net

Share Settlement:

On any

Settlement Date in respect of which Net Share Settlement applies, if the number of Net Share Settlement Shares is a (i) negative

number, Party A shall deliver a number of Shares to Party B equal to the absolute value of the Net Share Settlement Shares, or (ii)

positive number, Party B shall deliver to Party A the Net Share Settlement Shares; provided that if Party A determines in its

good faith and commercially reasonable judgment that it would be required to deliver Net Share Settlement Shares to Party B, Party

A may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.

Net

Share Settlement Shares:

For any

Settlement Date in respect of which Net Share Settlement applies, a number of Shares equal to (a) the number of Settlement Shares

for such Settlement Date, minus (b) the quotient of (A) the difference between (1) the product of (i) the average Forward Price over

the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period

and ending on, and including, such Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction

Date that occurs during the Unwind Period), minus USD 0.015, and (ii) the number of Settlement Shares for such Settlement Date, and

(2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period,

and (ii) the number of Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date and

(B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period.

10b-18

VWAP:

For

any Exchange Business Day during the Unwind Period which is not a Disrupted Day, the volume-weighted average price reported on the

Bloomberg Page “AKR <Equity> AQR SEC” (or any successor thereto) for such Exchange Business Day; provided,

however, that if such price is unavailable for an Exchange Business Day or the Calculation Agent determines that such price does

not correctly reflect the volume-weighted average price at which the Shares trade as reported in the composite transactions for the

Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported

trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close

of trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading session

in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of

Rule 10b-18(b)(3), the Calculation Agent shall, in a good faith, commercially reasonable manner, determine the 10b-18 VWAP for such

Exchange Business Day based on the criteria specified above in this proviso.

Settlement

Currency:

USD.

Failure

to Deliver:

Inapplicable.

Adjustments:

Method

of Adjustment:

Calculation

Agent Adjustment.

Additional

Adjustment:

If, in

Party A’s commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal

funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”),

over the immediately preceding one month period, of borrowing a number of Shares equal to the Base Amount to hedge its exposure to

the Transaction exceeds a weighted average rate equal to 25 basis points per annum, the Calculation Agent shall reduce the Forward

Price in order to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted average rate equal to 25 basis

points per annum during such period. The Calculation Agent shall notify Party B in writing prior to making any such adjustment to

the Forward Price and, upon the request of Party B, Party A shall provide an itemized list in reasonable detail of the Stock Loan

Fees for the applicable one month period (including any quotations, market data or information from external sources used by Party

A in developing such list, but without disclosing its proprietary models or other information that is subject to contractual, legal

or regulatory obligations to not disclose such information).

Account

Details:

Payments

to Party A:

To be

advised under separate cover or telephone confirmed prior to each Settlement Date

Payments

to Party B:

be advised under separate cover or telephone confirmed prior to each Settlement Date

Delivery

of Shares to Party A:

To be

advised.

Delivery

of Shares to Party B:

To be

advised.

3. Other

Provisions:

(a) Conditions

to Effectiveness: The effectiveness of this Confirmation and the Transaction shall be

subject to the following conditions:

(i) the

representations and warranties of Party B and Acadia Realty Limited Partnership (the “Partnership”)

contained in the Underwriting Agreement dated the date hereof between Party B, the Partnership,

Party A and the Underwriters party thereto (the “Underwriting Agreement”), and

any certificate delivered pursuant thereto by Party B or the Partnership shall be true and

correct on the Effective Date as if made as of the Effective Date;

(ii) Each

of Party B and the Partnership shall have performed all of the obligations required to be

performed by it under the Underwriting Agreement on or prior to the Effective Date;

(iii) all

of the conditions set forth in Section 6 of the Underwriting Agreement shall have been

satisfied;

(iv) the

Closing Date (as defined in the Underwriting Agreement) shall have occurred as provided in

the Underwriting Agreement;

(v) all

of the representations and warranties of Party B hereunder and under the Agreement shall

be true and correct on the Effective Date as if made as of the Effective Date;

(vi) Party

B shall have performed all of the obligations required to be performed by it hereunder and

under the Agreement on or prior to the Effective Date, including without limitation its obligations

under Section ‎3(d) hereof; and

(vii) Party

B shall have delivered to Party A an opinion of counsel in form and substance reasonably

satisfactory to Party A, with respect to the matters set forth in Section 3(a) of

the Agreement and that the maximum number of Shares initially issuable hereunder have been

duly authorized and, upon issuance pursuant to the terms of the Transaction, will be validly

issued, fully paid and nonassessable.

Notwithstanding

the foregoing or any other provision of this Confirmation, if (x) on or prior to 9:00 a.m., New York City time, on the date the

Closing Date (as defined in the Underwriting Agreement) is scheduled to occur, in connection with establishing its commercially reasonable

hedge position Party A, in its sole judgment, is unable, after using commercially reasonable efforts, to borrow and deliver for sale

the Initial Number of Shares or (y) in Party A’s sole judgment, it would incur a stock loan cost of more than 200 basis points

per annum with respect to all or any portion of the Initial Number of Shares (in each case, an “Initial Hedging Disruption”),

the effectiveness of this Confirmation and the Transaction shall be limited to the number of Shares Party A is so able to borrow in connection

with establishing its commercially reasonable hedge position at a cost of not more than 200 basis points per annum (such number of Shares,

the “Reduced Number of Shares”), which, for the avoidance of doubt, may be zero.

(b) Interpretive

Letter:

Party

B agrees and acknowledges that the Transaction is being entered into in accordance with the October 9, 2003 interpretive letter

from the staff of the Securities and Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”). Party

B represents that it is eligible to conduct a primary offering of Shares on Form S-3 and that the offering contemplated complies

with Rule 415 under the Securities Act.

Warranties and Agreements of Party B: Party B hereby represents and warrants to, and

agrees with, Party A as of the date hereof that:

(i) Party

B represents to Party A on the Trade Date and on any date that Party B notifies Party A that

Cash Settlement or Net Share Settlement applies to this Transaction, that (A) Party

B is not aware of any material nonpublic information regarding Party B or the Shares, (B) each

of its filings under the Securities Act, the Exchange Act or other applicable securities

laws that were required to be filed have been filed in the prior 12 months and that, as of

the date of this representation, when considered as a whole (with the more recent such filings

deemed to amend inconsistent statements contained in any earlier such filings), there is

no misstatement of material fact contained therein or omission of a material fact required

to be stated therein or necessary to make the statements made therein, in the light of the

circumstances under which they were made, not misleading and (C) Party B is not entering

into this Confirmation nor making any election hereunder to create actual or apparent trading

activity in the Shares (or any security convertible into or exchangeable for Shares) or to

raise or depress or otherwise manipulate the price of the Shares (or any security convertible

into or exchangeable for Shares) or otherwise in violation of the Exchange Act. In addition

to any other requirement set forth herein, Party B agrees not to designate, or to appropriately

rescind or modify a prior designation of, any Settlement Date if it is notified by Party

A that, in the reasonable determination of Party A, based on advice of counsel, such settlement

or Party A’s related market activity in respect of such date would result in a violation

of any applicable federal or state law or regulation, including the U.S. federal securities

laws.

(ii) Any

Shares, when issued and delivered in accordance with the terms of the Transaction, will be

duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof

will not be subject to any preemptive or similar rights.

(iii) Party

B has reserved and will keep available at all times, free from preemptive rights, out of

its authorized but unissued Shares, solely for the purpose of issuance upon settlement of

the Transaction as herein provided, the maximum number of Shares as shall be issuable at

such time upon settlement of the Transaction as set forth below under the heading “Maximum

Share Delivery”. All Shares so issuable shall, upon such issuance, be accepted for

listing or quotation on the Exchange.

(iv) Party

B agrees to provide Party A prior written notice (an “Issuer Repurchase Notice”)

prior to executing any repurchase of Shares by Party B or any of its subsidiaries (or entering

into any contract that would require, or give the option to, Party B or any of its subsidiaries,

to purchase or repurchase Shares), whether out of profits or capital or whether the consideration

for such repurchase is cash, securities or otherwise (an “Issuer Repurchase”),

that alone or in the aggregate would result in the Base Amount Percentage (as defined below)

being (i) equal to or greater than 4.5% of the outstanding Shares or (ii) greater

by 0.5% or more than the Base Amount Percentage at the time of the immediately preceding

Issuer Repurchase Notice (or in the case of the first such Issuer Repurchase Notice, greater

than the Base Amount Percentage as of the later of the date hereof or the immediately preceding

Settlement Date, if any). The “Base Amount Percentage” as of any day is the fraction

(1) the numerator of which is the aggregate of the Base Amount and each “Base

Amount” (as defined in the applicable Additional Confirmation and any Additional Equity

Derivative Transaction) under any outstanding Additional Transactions and (2) the denominator

of which is the number of Shares outstanding on such day.

(v) No

filing with, or approval, authorization, consent, license registration, qualification, order

or decree of, any court or governmental authority or agency, domestic or foreign, is necessary

or required for the execution, delivery and performance by Party B of this Confirmation and

the consummation of the Transaction (including, without limitation, the issuance and delivery

of Shares on any Settlement Date) except (i) such as have been obtained under the Securities

Act, and (ii) as may be required to be obtained under state securities laws.

(vi) Party

B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase,

the Base Amount Percentage would be equal to or greater than 4.9%.

(vii) Party

B is not insolvent, nor will Party B be rendered insolvent as a result of the Transaction.

(viii) Neither

Party B nor any of its affiliated purchasers shall take any action (including, without limitation,

any direct purchases by Party B or any of its affiliated purchasers or any purchases by a

party to a derivative transaction with Party B or any of its affiliated purchasers), either

under this Confirmation, under an agreement with another party or otherwise, that in the

reasonable judgment of Party B is reasonably likely to cause any purchases of Shares by Party

A or any of its affiliates in connection with any Cash Settlement or Net Share Settlement

of the Transaction not to meet the conditions of the safe harbor provided by Rule 10b-18

under the Exchange Act if such purchases were made by Party B.

(ix) Party

B will not engage in any “distribution” (as defined in Regulation M under the

Exchange Act (“Regulation M”)) that would cause a “restricted period”

(as defined in Regulation M) to occur during any Unwind Period.

(x) Party

B (i) is capable of evaluating investment risks independently, both in general and with

regard to all transactions and investment strategies involving a security or securities,

(ii) will exercise independent judgment in evaluating the recommendations of any broker-dealer

or its associated persons, unless it has otherwise notified the broker-dealer in writing

and (iii) has total assets of at least USD 50 million as of the date hereof.

(xi) Party

B acknowledges and agrees that:

(A) during

the term of the Transaction, Party A and its Affiliates may buy or sell Shares or other securities

or buy or sell options or futures contracts or enter into swaps or other derivative securities

in order to establish, adjust or unwind its hedge position with respect to the Transaction;

(B) Party

A and its Affiliates may also be active in the market for the Shares and Share-linked transactions

other than in connection with hedging activities in relation to the Transaction;

A shall make its own determination as to whether, when or in what manner any hedging or market

activities in Party B’s securities shall be conducted and shall do so in a manner that

it deems appropriate to hedge its price and market risk with respect to the Forward Price

and the 10b-18 VWAP;

(D) any

market activities of Party A and its Affiliates with respect to the Shares may affect the

market price and volatility of the Shares, as well as the Forward Price and 10b-18 VWAP,

each in a manner that may be adverse to Party B; and

(E) the

Transaction is a derivatives transaction in which it has granted Party A the right, under

certain circumstances, to receive cash or Shares, as the case may be; Party A may purchase

Shares for its own account at an average price that may be greater than, or less than, the

effective price paid by Party B under the terms of the Transaction.

(xii) The

assets of Party B do not constitute “plan assets” under the Employee Retirement

Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated

thereunder or similar law.

(xiii) Party

B shall, at least one day prior to the first day of any Unwind Period, notify Party A of

the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to

the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Party

B or any of its affiliated purchasers during each of the four calendar weeks preceding the

first day of the Unwind Period and during the calendar week in which the first day of the

Unwind Period occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated

purchaser” each being used as defined in Rule 10b-18).

(xiv) During

any Unwind Period, Party B shall (i) notify Party A prior to the opening of trading

in the Shares on any day on which Party B makes, or expects to be made, any public announcement

(as defined in Rule 165(f) under the Securities Act) of any merger, acquisition,

or similar transaction involving a recapitalization relating to Party B (other than any such

transaction in which the consideration consists solely of cash and there is no valuation

period), (ii) promptly notify Party A following any such announcement that such announcement

has been made, and (iii) promptly deliver to Party A following the making of any such

announcement information indicating (A) Party B’s average daily Rule 10b-18

purchases (as defined in Rule 10b-18) during the three full calendar months preceding

the date of the announcement of such transaction and (B) Party B’s block purchases

(as defined in Rule 10b-18) effected pursuant to paragraph (b)(4) of Rule 10b-18

during the three full calendar months preceding the date of the announcement of such transaction.

In addition, Party B shall promptly notify Party A of the earlier to occur of the completion

of such transaction and the completion of the vote by target shareholders.

(xv) Party

B is not, and after giving effect to the transactions contemplated hereby will not be, required

to register as an “investment company” as such term is defined in the Investment

Company Act of 1940, as amended.

(xvi) Without

limiting the generality of Section 13.1 of the 2002 Definitions, Party B acknowledges

that Party A is not making any representations or warranties or taking any position or expressing

any view with respect to the treatment of the Transaction under any accounting standards

including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC

Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging

- Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s

Liabilities & Equity Project.

(xvii) Party

B understands no obligations of Party A to it hereunder will be entitled to the benefit of

deposit insurance and that such obligations will not be guaranteed by any affiliate of Party

A or any governmental agency.

(xviii) No

federal, state or local law, rule, regulation or regulatory order applicable to the Shares

would give rise to any reporting, consent, registration or other requirement (including without

limitation a requirement to obtain prior approval from any person or entity) as a result

of Party A or its affiliates owning or holding (however defined) Shares, other than Sections

13 and 16 under the Exchange Act.

(xix) Upon

obtaining knowledge of the occurrence of any event that would constitute an Event of Default

or Potential Event of Default, Party B will so notify Party A in writing within one Scheduled

Trading Day.

(xx) Party

B (i) has such knowledge and experience in financial and business affairs as to be capable

of evaluating the merits and risks of entering into the Transaction, (ii) has consulted

with its own legal, financial, accounting and tax advisors in connection with the Transaction

and (iii) is entering into the Transaction for a bona fide business purpose.

(xxi) Party

B is not and has not been the subject of any civil proceeding of a judicial or administrative

body of competent jurisdiction that could reasonably be expected to impair materially Party

B’s ability to perform its obligations hereunder.

(xxii) Ownership

positions of Party B’s common stock held by Party A or any of its affiliates solely

in its capacity as a nominee or fiduciary do not constitute “beneficial ownership”

or “direct or indirect ownership” Party A for the purposes of Article VI

of the Declaration of Trust of Party B, as amended (the “Articles”), including

without limitation Section 6.6 thereof.

(d) Covenant

of Party B:

Subject

to the circumstances described under “Private Placement Procedures”, Party B acknowledges and agrees that any Shares delivered

by Party B to Party A on any Settlement Date will be newly issued Shares and when delivered by Party A (or an affiliate of Party A) to

securities lenders from whom Party A (or an affiliate of Party A) borrowed Shares in connection with hedging its exposure to the Transaction

will be freely saleable without further registration or other restrictions under the Securities Act, in the hands of those securities

lenders, irrespective of whether such stock loan is effected by Party A or an affiliate of Party A. Accordingly, Party B agrees that

the Shares that it delivers to Party A on each Settlement Date will not bear a restrictive legend and that such Shares will be deposited

in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

(e) Covenants

of Party A:

(i) Unless

the provisions set forth below under “Private Placement Procedures” shall be

applicable, Party A shall use any Shares delivered by Party B to Party A on any Settlement

Date to return to securities lenders to close out open Share loans created by Party A or

an affiliate of Party A in the course of Party A’s or such affiliate’s hedging

activities related to Party A’s exposure under this Confirmation.

(ii) In

connection with bids and purchases of Shares in connection with any Cash Settlement or Net

Share Settlement of the Transaction, Party A shall use good faith efforts to conduct its

activities, or cause its affiliates to conduct their activities, in a manner consistent with

the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act,

as if such provisions were applicable to such purchases aggregated with any analogous purchases

occurring on the same day under any Additional Transaction.

(f) Deadline

for Designating an Early Termination Date and Payment Suspension:

If either

party provides notice to the other party that there has occurred (1) an Event of Default as to which Party B is the Defaulting Party;

(2) a Potential Event of Default with respect to Party B or (3) a Termination Event as to which Party B is the sole Affected

Party, then, notwithstanding Section 9(f) of the Agreement and unless Party A and Party B otherwise agree in writing, after

30 calendar days have elapsed following such notice, (i) Party A shall have no further right to designate an Early Termination Date

by reason of the aforementioned Event of Default or Termination Event and (ii) the aforementioned Event of Default or Potential

Event of Default shall be deemed to cease to be continuing for the purposes of Section 2(a)(iii)(1) of the Agreement. Party

A hereby agrees to provide any notice referred to in the preceding sentence as promptly as practicable after it determines, acting in

good faith, that the aforementioned Event of Default, Potential Event of Default or Termination Event has occurred.

(g) Insolvency

Filing:

Notwithstanding

anything to the contrary herein, in the Agreement, in the 2006 Definitions or in the 2002 Definitions, upon any Insolvency Filing in

respect of the Issuer, the Transaction shall automatically terminate on the date thereof without further liability of either party to

this Confirmation to the other party (except for any liability in respect of any breach of representation or covenant by a party under

this Confirmation prior to the date of such Insolvency Filing).

(h) Extraordinary

Dividends:

If an ex-dividend

date for an Extraordinary Dividend occurs on or after the Trade Date and on or prior to the Maturity Date (or, if later, the last date

on which Shares are delivered by Party B to Party A in settlement of the Transaction), Party B shall pay an amount in cash equal to the

product of such Extraordinary Dividend and the Base Amount to Party A on the earlier of (i) the date on which such Extraordinary

Dividend is paid by the Issuer to holders of record of the Shares or (ii) the Maturity Date. “Extraordinary Dividend”

means the per Share amount of any cash dividend or distribution declared by the Issuer with respect to the Shares that is specified by

the board of directors of the Issuer as an “extraordinary” dividend.

(i) Acceleration

Events:

The

following events shall each constitute an “Acceleration Event”:

(i) Stock

Borrow Events. In the good faith and commercially reasonable judgment of Party A (i) Party

A (or its affiliate) is unable, after using commercially reasonable efforts, to hedge its

exposure to the Transaction because of the lack of sufficient Shares being made available

for Share borrowing by lenders, or (ii) Party A (or its affiliate) would incur a Stock

Loan Fee to borrow a number of Shares equal to the Base Amount of more than a rate of 200

basis points per annum (each, a “Stock Borrow Event”);

(ii) Dividends

and Other Distributions. On any day occurring after the Trade Date Party B declares a

distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend

(other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend

date during the period from and including any Forward Price Reduction Date (with the Trade

Date being a Forward Price Reduction Date for purposes of this clause only) to but excluding

the next subsequent Forward Price Reduction Date exceeds, on a per Share basis, the Forward

Price Reduction Amount set forth opposite the first date of any such period on Schedule I,

(ii) share capital or securities of another issuer acquired or owned (directly or indirectly)

by Party B as a result of a spin-off or other similar transaction or (iii) any other

type of securities (other than Shares), rights or warrants or other assets, for payment (cash

or other consideration) at less than the prevailing market price as determined by Party A;

(iii) ISDA

Early Termination Date. Party A notifies Party B that Party A has designated an Early

Termination Date pursuant to Section 6 of the Agreement;

(iv) Other

ISDA Events. The public announcement of any event that if consummated would result in

an Extraordinary Event or the occurrence of any Change in Law or a Delisting; provided

that in case of a Delisting, in addition to the provisions of Section 12.6(a)(iii) of

the 2002 Definitions, it will also constitute a Delisting if the Exchange is located in the

United States and the Shares are not immediately re-listed, re-traded or re-quoted on any

of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market

(or their respective successors); and provided further that the definition of

“Change in Law” provided in Section 12.9(a)(ii) of the 2002 Definitions

is hereby amended by (i) replacing the phrase “the interpretation” in the

third line thereof with the phrase “, or public announcement of, the formal or informal

interpretation” and (ii) replacing the parenthetical beginning after the word

“regulation” in the second line thereof the words “(including, for the

avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness

or promulgation of new regulations authorized or mandated by existing statute)”;

(v) Ownership

Event. In the reasonable judgment of Party A, on any day, the Share Amount for such day

exceeds the Applicable Share Limit for such day (if any applies).

For purposes

of clause (e) above, the “Share Amount” as of any day is the number of Shares that Party A and any person whose ownership

position would be aggregated with that of Party A (Party A or any such person, a “Party A Person”) under any law, rule, regulation,

regulatory order or organizational documents or contracts of Party B (including without limitation Article VI of the Articles) that

are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively

owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined

by Party A in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum

number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval

from any person or entity) other than pursuant to the Exchange Act of a Party A Person, or could reasonably be expected to result in

an adverse effect on a Party A Person, under any Applicable Restriction, as determined by Party A in its reasonable discretion, minus

(B) 1% of the number of Shares outstanding.

(j) Termination

Settlement:

Upon the

occurrence of any Acceleration Event, Party A shall have the right to designate, upon at least two Scheduled Trading Days’ notice,

any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to

which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date;

provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares

so designated by Party A shall not exceed the number of Shares necessary to reduce the Share Amount to the Applicable Share Limit and

(ii) in the case of an Acceleration Event arising out of a Stock Borrow Event the number of Settlement Shares so designated by Party

A shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement

Date by Party A pursuant to the preceding sentence, Party B fails to deliver the Settlement Shares relating to such Termination Settlement

Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default

with respect to Party B and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating

to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating

to such Acceleration Event, notwithstanding any election to the contrary by Party B, Cash Settlement or Net Share Settlement shall apply

to the portion of the Settlement Shares relating to such Unwind Period as to which Party A has unwound its hedge and Physical Settlement

shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by

Party A in respect of such Termination Settlement Date. If an Acceleration Event occurs after Party B has designated a Settlement Date

to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Party A, then Party A shall have

the right to cancel such Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the first

sentence hereof. If an event or circumstance is an Acceleration Event under both this Confirmation and any Additional Confirmation and

the designation of a Termination Settlement Date under one such confirmation would cure the Acceleration Event under the other such confirmation,

then Party A shall first designate a Termination Settlement Date under the confirmation with the first occurring Maturity Date before

designating a Termination Settlement Date under the other confirmation.

(k) Private

Placement Procedures:

If Party

B is unable to comply with the provisions of “Covenant of Party B” above because of a change in law or a change in the policy

of the Securities and Exchange Commission or its staff, or Party A otherwise reasonably determines, based on advice of counsel, that

any Settlement Shares to be delivered to Party A by Party B may not be freely returned by Party A or its affiliates to securities lenders

as described under “Covenant of Party B” above, then delivery of any such Settlement Shares (the “Restricted Shares”)

shall be effected pursuant to Annex A hereto, unless waived by Party A.

(l) Rule 10b5-1:

It is the

intent of Party A and Party B that following any election of Cash Settlement or Net Share Settlement by Party B, the purchase of Shares

by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this

Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Party B

acknowledges that (i) during any Unwind Period Party B shall not attempt to exercise any influence over how, when or whether to

effect purchases of Shares by Party A (or its agent or affiliate) in connection with this Confirmation and (ii) Party B is entering

into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities

laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act. Party B further agrees to act in good faith with

respect to the Agreement and this Confirmation.

Party B

hereby agrees with Party A that during any Unwind Period Party B shall not communicate, directly or indirectly, any Material Non-Public

Information (as defined herein) to any Derivatives Personnel (as defined below). For purposes of the Transaction, “Material Non-Public

Information” means information relating to Party B or the Shares that (a) has not been widely disseminated by wire service,

in one or more newspapers of general circulation, by communication from Party B to its shareholders or in a press release, or contained

in a public filing made by Party B with the Securities and Exchange Commission and (b) a reasonable investor might consider to be

of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration,

information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates,

changes in previously released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline

of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing,

major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar

information For purposes of the Transaction, “Derivatives Personnel” means any employee on the trading side of the Equity

Derivatives of Party A and does not include any other person or persons designated from time to time by the Compliance Group of Party

(m) Maximum

Share Delivery:

Notwithstanding

any other provision of this Confirmation, in no event will Party B be required to deliver on any Settlement Date, whether pursuant to

Physical Settlement, Net Share Settlement, Termination Settlement or any Private Placement Settlement, more than a number of Shares equal

to 1.5 times the Initial Base Amount, subject to reduction by the number of any Shares delivered by Party B on any prior Settlement Date

and subject to adjustment from time to time in accordance with the provisions of this Confirmation and the Equity Definitions.

(n) Transfer

and Assignment:

Party A

may assign or transfer all (but not less than all) of its rights or delegate all (but not less than all) of its duties hereunder to any

affiliate of Party A; provided that, under the applicable law effective on the date of such transfer or assignment, Party

B will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable

Tax greater than the amount, if any, that Party B would have been required to pay Party A in the absence of such transfer or assignment;

and Party B will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in respect of which the

other party is not required to pay an additional amount, unless Party B would not have been entitled to receive any additional amount

in respect of such payment in the absence of such transfer or assignment; provided further that

(A)    the

affiliate’s obligations hereunder are fully and unconditionally guaranteed by Party A or its parent or (B) the affiliate’s

long-term issuer rating is equal to or better than the credit rating of Party A at the time of such assignment or transfer. Notwithstanding

the above or any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver

any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver

such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee

may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

(o) Acknowledgements:

Non-Reliance:

Applicable

Additional

Acknowledgments:

Applicable

Agreements

and Acknowledgments Regarding Hedging Activities:

Applicable

4.              The

Agreement is further supplemented by the following provisions:

(a) No

Collateral or Setoff:

Notwithstanding

Section 6(f) or any other provision of the Agreement or any other agreement between the parties to the contrary, the obligations

of Party B hereunder are not secured by any collateral. Obligations under the Transaction shall not be set off against any other obligations

of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation

of law or otherwise, and no other obligations of the parties shall be set off against obligations under the Transaction, whether arising

under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and each

party hereby waives any such right of setoff. In calculating any amounts under Section 6(e) of the Agreement, notwithstanding

anything to the contrary in the Agreement, (a) separate amounts shall be calculated as set forth in such Section 6(e) with

respect to (i) the Transaction and (ii) all other Transactions, and (b) such separate amounts shall be payable pursuant

to Section 6(d)(ii) of the Agreement.

(b) Status

of Claims in Bankruptcy:

Party A

acknowledges and agrees that this confirmation is not intended to convey to Party A rights with respect to the transactions contemplated

hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Party B; provided, however,

that nothing herein shall limit or shall be deemed to limit Party A’s right to pursue remedies in the event of a breach by

Party B of its obligations and agreements with respect to this Confirmation and the Agreement; and provided further that

nothing herein shall limit or shall be deemed to limit Party A’s rights in respect of any transaction other than the Transaction.

on Beneficial Ownership:

Notwithstanding

any other provisions hereof, Party A shall not have the right to acquire Shares hereunder and Party A shall not be entitled to take delivery

of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination

Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any

Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit, (ii) the Section 16 Percentage would exceed

4.9%, (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the

Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as

such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in

excess of 4.9% of the then outstanding Shares (the “Threshold Number of Shares”) or (iv) such acquisition would result

in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles (the “Counterparty Stock

Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent)

that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit, (ii) the Section 16 Percentage

would exceed 4.9%, (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares

or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party

A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not

be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business

Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share

Limit, (ii) the Section 16 Percentage would not exceed 4.9%, (iii) Party A Group would not directly or indirectly so beneficially

own in excess of the Threshold Number of Shares and (iv) such delivery would not result in a violation of the Counterparty Stock

Ownership Restriction. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the

numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party

A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within

the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning

of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation

under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number)

and (B) the denominator of which is the number of Shares outstanding on such day.

In addition,

notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result

of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two

or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding

paragraph.

(d) Delivery

of Cash:

For the

avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Party B to deliver cash in respect of the settlement

of this Transaction, except in circumstances where the required cash settlement thereof is permitted for classification of the contract

as equity by ASC 815-40 (formerly EITF 00-19) as in effect on the Trade Date (including, without limitation, where Party B so elects

to deliver cash or fails timely to elect to deliver Shares in respect of such settlement).

(e) Wall

Street Transparency and Accountability Act:

In connection

with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “WSTAA”), the parties hereby agree

that neither the enactment of the WSTAA or any regulation under the WSTAA, nor any requirement under the WSTAA or an amendment made by

the WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend

or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased

costs, regulatory change or similar event under this Confirmation, the 2002 Definitions incorporated herein, or the Agreement (including,

but not limited to, rights arising from any Acceleration Event or Illegality (as defined in the Agreement)).

(f) Miscellaneous:

(a) Addresses

for Notices. For the purpose of Section 12(a) of the Agreement:

Address

for notices or communications to Party A:

Bank of America, N.A.

One Bryant Park, 8th Fl.

New York, NY 10036

Attention: Strategic Equity

Solutions Group

Telephone: 646-855-6770

Email: dg.issuer_derivatives_notices@bofa.com

Address

for notices or communications to Party B:

Acadia Realty Trust

411 Theodore Fremd

Avenue, Suite 300 Rye,

New York 10580

Attn: Chief Financial Officer

Facsimile: 914-288-2138

(g) Waiver

of Right to Trial by Jury. Each party 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 proceeding

relating to this Confirmation. Each party (i) certifies that no representative,

agent or attorney of the other party has represented, expressly or otherwise, that such other

party would not, in the event of such a suit action or proceeding, seek to enforce the foregoing

waiver and (ii) acknowledges that it and the other party have been induced to enter

into this Confirmation by, among other things, the mutual waivers and certifications herein.

(h) Offices:

The Office

of Party A for the Transaction is: New York

The

Office of Party B for the Transaction is: Inapplicable, Party B is not a Multibranch Party

(i) Acknowledgements:

The parties hereto intend for:

(i) the

Transaction to be a “securities contract” as defined in Section 741(7) of

Title 11 of the United States Code (the “Bankruptcy Code”), qualifying for the

protections under Section 555 of the Bankruptcy Code;

(ii) a

party’s right to liquidate the Transaction and to exercise any other remedies upon

the occurrence of any Event of Default under the Agreement with respect to the other party

to constitute a “contractual right” as defined in the Bankruptcy Code;

(iii) Party

A to be a “financial institution” within the meaning of Section 101(22)

of the Bankruptcy Code; and

(iv) all

payments for, under or in connection with the Transaction, all payments for the Shares and

the transfer of such Shares to constitute “settlement payments” as defined in

the Bankruptcy Code.

(j) Severability:

If any

term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to

be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall

continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so

long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to

the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective

benefits or expectations of parties to the Agreement; provided, however, that this severability provision shall not be applicable

if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that

it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

(k) Governing

Law/Jurisdiction:

This Confirmation

and any claim, controversy or dispute arising under or related to this Confirmation shall be governed by the laws of the State of New

York without reference to the conflict of laws provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction

of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters

relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts.

(l) Disclosure:

Effective

from the date of commencement of discussions concerning the Transaction, each of Party A and Party B and each of their employees, representatives,

or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction

and all materials of any kind (including opinions or other tax analyses) relating to such tax treatment and tax structure.

(m) Risk

Disclosure:

Party B

represents and warrants that it has received, read and understands Party A’s “Risk Disclosure Statement Regarding OTC Derivatives

Products” and acknowledges the terms thereof as if it had signed the Risk Disclosure Statement Verification contained therein as

of the date hereof.

(n) Commodity

Exchange Act:

Each of

Party A and Party B agrees and represents that it is an “eligible contract participant” as defined in Section 1a(18)

of the U.S. Commodity Exchange Act, as amended (the “CEA”), the Agreement and the Transaction are subject to individual negotiation

by the parties and have not been executed or traded on a “trading facility” as defined in Section 1a(51) of the CEA.

(o) Tax

Matters:

(i) For

the purpose of Section 3(e) of the Agreement, Party A and Party B each make the

following representation:

It is not

required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction

to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of

the Agreement) to be made by it to the other party under the Agreement. In making this representation, it may rely on: (i) the accuracy

of any representations made by the other party pursuant to Section 3(f) of the Agreement; (ii) the satisfaction of

the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document

provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement; and (iii) the satisfaction

of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will not be a breach of this

representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of

the Agreement by reason of material prejudice to its legal or commercial position.

(ii) For

the purpose of Section 3(f) of the Agreement:

Party

A makes the following representations:

(A) It

is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of

the United States Treasury Regulations) for U.S. federal income tax purposes.

(B) It

is a national banking association organized and existing under the laws of the United States

of America.

is an exempt recipient under section 1.6049-4(c)(1)(ii)(M) of the United States Treasury

Regulations.

Party

B makes the following representations:

(A) It

is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of

the United States Treasury Regulations) for U.S. federal income tax purposes.

(B) It

is a real estate investment trust for U.S. federal income tax purposes and is organized under

the laws of the State of Maryland, and is an exempt recipient under section 1.6049-4(c)(1)(ii)(J) of

the United States Treasury Regulations.

(iii) Withholding

Tax imposed on payments to non-US counterparties under the United States Foreign Account

Tax Compliance Act. “Tax” and “Indemnifiable Tax”, each as defined

in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed

or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of

1986, as amended (the “Code”), any current or future regulations or official

interpretations thereof, any agreement entered into pursuant to Section 1471(b) of

the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant

to any intergovernmental agreement entered into in connection with the implementation of

such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt,

a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable

law for the purposes of Section 2(d) of the Agreement.

(iv) HIRE

Act. To the extent that either party to the Agreement with respect to this Transaction

is not an adhering party to the ISDA 2015 Section 871(m) Protocol published by

the International Swaps and Derivatives Association, Inc. on November 2, 2015 and

available at www.isda.org, as may be amended, supplemented, replaced or superseded from time

to time (the “871(m) Protocol”), the parties agree that the provisions and

amendments contained in the Attachment to the 871(m) Protocol are incorporated into

and apply to the Agreement with respect to this Transaction as if set forth in full herein.

The parties further agree that, solely for purposes of applying such provisions and amendments

to the Agreement with respect to this Transaction, references to “each Covered Master

Agreement” in the 871(m) Protocol will be deemed to be references to the Agreement

with respect to this Transaction, and references to the “Implementation Date”

in the 871(m) Protocol will be deemed to be references to the Trade Date of this Transaction.

(v) Tax

documentation. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement,

Party A shall provide to Party B a valid and duly executed U.S. Internal Revenue Service

Form W-9 and Party B shall provide to Party A a valid and duly executed U.S. Internal

Revenue Service Form W-9, or any successor thereto, (i) on or before the date of

execution of this Confirmation; (ii) promptly upon reasonable demand by the other

party; and (iii) promptly upon learning that any such tax form previously provided

by Party A or Party B, respectively, has become invalid, obsolete, or incorrect. Additionally,

each of Party A and Party B shall, promptly upon request by the other party, provide such

other tax forms and documents requested by the other party.

(p) QFC

Stay Rules:

The parties

agree that (i) to the extent that prior to the date hereof all parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol

(the “Protocol”), the terms of the Protocol are incorporated into and form a part of the Agreement, and for such purposes

the Agreement shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated Entity

and/or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties

have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the

requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated

into and form a part of the Agreement and each party shall be deemed to have the status of “Covered Entity” or “Counterparty

Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause

(ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral

Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)”

published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org

and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties

thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement, and for

such purposes the Agreement shall be deemed a “Covered Agreement,” Party A shall be deemed a “Covered Entity”

and Party B shall be deemed a “Counterparty Entity.” In the event that, after the date of the Agreement, all parties hereto

become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies

between the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”),

as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them

under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement” include any related credit enhancements

entered into between the parties or provided by one to the other.

“QFC

Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81-8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject

to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance

Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override

of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions

on the transfer of any covered affiliate credit enhancements.

(q) Other

Forwards / Dealers:

Party A

acknowledges that Party B has entered or may enter in the future into one or more similar forward transactions for the Shares (each,

an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers, and/or affiliates thereof

(each, an “Other Dealer” and collectively, the “Other Dealers”). Party A and Party B agree that if Party B designates

a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share

Settlement” is applicable, and the resulting “Unwind Period” for such Other Forwards coincides for any period of time

with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled

Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind

Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of this Transaction only on alternating Scheduled

Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap

Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating

Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every

third Scheduled Trading Day if there are two Other Dealers, etc.).

[Remainder of page intentionally

left blank]

Please confirm that the foregoing correctly

sets forth the terms of our agreement by signing and returning this Confirmation.

Yours

faithfully,

Bank

of America, N.A

By:

/s/

Jake Mendelsohn

Name:

Jake

Mendelsohn

Title:

Managing

Director

[Signature

Page to Forward Confirmation]

Confirmed as of the date first written

above:

ACADIA

REALTY TRUST

By:

/s/

John Gottfried

Name:

John

Gottfried

Title:

Executive

Vice President and Chief Financial Officer

[Signature Page to

Forward Confirmation]

SCHEDULE I

FORWARD PRICE REDUCTION

DATES AND AMOUNTS

Forward

Price Reduction Date

Forward

Price Reduction Amount

Trade Date

USD

0.000

6/30/2026

USD$

0.20

9/30/2026

USD$

0.20

12/31/2026

USD$

0.20

3/31/2027

USD$

0.20

ANNEX A

PRIVATE PLACEMENT

PROCEDURES

(i) If

Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private

Placement Settlement”), then delivery of Restricted Shares by Party B shall be effected

in customary private placement procedures with respect to such Restricted Shares reasonably

acceptable to Party A; provided that if, on or before the date that a Private

Placement Settlement would occur, Party B has taken, or caused to be taken, any action that

would make unavailable either the exemption pursuant to Section 4(a)(2) of the

Securities Act for the sale by Party B to Party A (or any affiliate designated by Party A)

of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of

the Securities Act for resales of the Restricted Shares by Party A (or any such affiliate

of Party A) or Party B fails to deliver the Restricted Shares when due or otherwise fails

to perform obligations within its control in respect of a Private Placement Settlement, it

shall be an Event of Default with respect to Party B and Section 6 of the Agreement

shall apply. The Private Placement Settlement of such Restricted Shares shall include customary

representations, covenants, blue sky and other governmental filings and/or registrations,

indemnities to Party A, due diligence rights (for Party A or any designated buyer of the

Restricted Shares by Party A), opinions and certificates, and such other documentation as

is customary for private placement agreements, all reasonably acceptable to Party A. In the

case of a Private Placement Settlement, Party A shall, in its good faith discretion, adjust

the number of Restricted Shares to be delivered to Party A hereunder and/or the Forward Price

in a commercially reasonable manner to reflect the fact that such Restricted Shares may not

be freely returned to securities lenders by Party A and may only be saleable by Party A at

a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement

or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance

System Business Day following notice by Party A to Party B of the number of Restricted Shares

to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted

Shares shall be due as set forth in the previous sentence and not be due on the Settlement

Date or Termination Settlement Date that would otherwise be applicable.

(ii) If

Party B delivers any Restricted Shares in respect of the Transaction, Party B agrees that

(i) such Shares may be transferred by and among Party A and its affiliates and (ii) after

the minimum holding period under Rule 144(d) under the Securities Act has elapsed

after the applicable Settlement Date, Party B shall promptly remove, or cause the transfer

agent for the Shares to remove, any legends referring to any transfer restrictions from such

Shares upon delivery by Party A (or such affiliate of Party A) to Party B or such transfer

agent of seller’s and broker’s representation letters customarily delivered by

Party A or its affiliates in connection with resales of restricted securities pursuant to

Rule 144 under the Securities Act, each without any further requirement for the delivery

of any certificate, consent, agreement, opinion of counsel, notice or any other document,

any transfer tax stamps or payment of any other amount or any other action by Party A (or

such affiliate of Party A).

EX-1.3 — EXHIBIT 1.3

EX-1.3

Filename: tm2617384d4_ex1-3.htm · Sequence: 4

Exhibit 1.3

Date: June 9, 2026

To: Acadia Realty Trust

411 Theodore Fremd Avenue, Suite 300

Rye, New York, 10580

From: Jefferies LLC

Re: Registered Forward Transaction

Ladies and Gentlemen:

The purpose of this letter agreement (this “Confirmation”)

is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”).

This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

1. The definitions and provisions contained in the 2006 ISDA Definitions (the “2006 Definitions”)

and the 2002 ISDA Equity Derivatives Definitions (the “2002 Definitions” and, together with the 2006 Definitions, the “Definitions”),

each as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event

of any inconsistency between the 2002 Definitions and the 2006 Definitions, the 2002 Definitions will govern. In the event of any inconsistency

between the Definitions and this Confirmation, this Confirmation will govern.

Each party further agrees that this

Confirmation and the Agreement (as defined below) together evidence a complete binding agreement between Party A and Party B as to the

subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written

or oral communications with respect thereto. This Confirmation, together with any other Confirmations for registered forward transactions

entered into between Party A and Party B (each, an “Additional Confirmation”) shall supplement, form a part of, and be subject

to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Party A and Party B had executed an

agreement in such form on the Trade Date with New York law (without regard to choice of law doctrine other than Title 14 of Article 5

of the New York General Obligations Law) as the governing law. In the event of any inconsistency between the Agreement, this Confirmation,

the 2006 Definitions and the 2002 Definitions, the following will prevail for purposes of the Transaction in the order of precedence indicated:

(i) this Confirmation; (ii) the 2002 Definitions; (iii) the 2006 Definitions and (iv) the Agreement. The

parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates and the Transactions to which the

Additional Confirmations, if any, relate (each, an “Additional Transaction”), shall be governed by the Agreement. For purposes

of the 2002 Definitions, the Transaction is a Share Forward Transaction.

Party A and Party B each represent to

the other that it has entered into the Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it

deems necessary and not upon any view expressed by the other.

2. The

terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Party A:

Jefferies LLC

Party B:

Acadia Realty Trust

Trade Date:

June 9, 2026

Effective Date:

June 10, 2026, or such later date on which the conditions set forth in Section 3 under the heading “Conditions to Effectiveness”

below have settled.

Base Amount:

Initially, 2,100,000 Shares (the “Initial Number of Shares”); provided, however, that on each Settlement Date, the Base

Amount shall be reduced by the number of Settlement Shares for such Settlement Date.

Maturity Date:

The

earlier of (i) June 9, 2027 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day) and

(ii) the date on which the Base Amount is reduced to zero.

Forward Price:

the Effective Date, the Initial Forward Price, and on any other day, the Forward Price as of the immediately preceding calendar day multiplied

by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date, the Forward

Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for

such Forward Price Reduction Date.

Notwithstanding anything to the contrary

contained herein, to the extent Party B delivers Shares hereunder on or after a Forward Price Reduction Date and at or before the record

date for an ordinary cash dividend with an ex-dividend date corresponding to such Forward Price Reduction Date, the Calculation Agent

shall adjust the Forward Price, in a good faith and commercially reasonable manner, to preserve the economic intent of the parties hereto

(taking into account Party A’s commercially reasonable hedge positions in respect of the Transaction).

Initial Forward Price:

USD 21.80 per Share

Daily Rate:

For any day, a rate equal to (i)(A) the Overnight Bank Rate for such day, minus (B) the Spread, divided by (ii) 360.

Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight Bank Funding Rate”, as such rate is displayed on the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service, or any successor page; provided that, if no rate appears on any day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.

Spread:

75 basis points.

Prepayment:

Not Applicable.

Variable Obligation:

Not Applicable.

Forward Price Reduction Date:

Each date (other than the Trade Date) set forth on Schedule I under the heading “Forward Price Reduction Date.”

Forward Price Reduction Amount:

For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I.

Common shares, USD 0.001 par value per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “AKR”).

Exchange:

New York Stock Exchange.

Related Exchange(s):

All Exchanges.

Clearance System:

DTC.

Calculation Agent:

Party A. In the event the Calculation Agent makes any calculations, adjustments or determinations pursuant to this Confirmation, the Agreement or the Equity Definitions, the Calculation Agent shall promptly, upon written request from Party B, provide an explanation in reasonable detail of the basis for any such calculation, adjustment or determination to Party B (including any quotations, market data or information from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing its proprietary models or other information that is subject to contractual, legal or regulatory obligations to not disclose such information); provided that following the occurrence of an Event of Default under Section 5(a)(vii) of the Agreement with respect to which Party A is the Defaulting Party, Party B shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent. Whenever the Calculation Agent is required or permitted to act or to exercise judgment in any way with respect to any Transaction hereunder, including, without limitation, with respect to calculations, adjustments and determinations that are made in its sole discretion or otherwise, the Calculation Agent shall do so in good faith and in a commercially reasonable manner.

Settlement Terms:

Settlement Date:

Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date, as designated by (a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 20 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero and (ii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement Date as the Settlement Date.

Settlement Shares:

With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

Settlement:

Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement Notice delivered on or after the Effective Date (if applicable) that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Party A is unable, in its good faith and commercially reasonable judgment, to unwind its hedge for the Transaction by the end of the Unwind Period in a manner that, in the reasonable judgment of Party A, based on the advice of counsel, is consistent with Rule 10b-18 under the Exchange Act or due to the occurrence of Disrupted Days or to the lack of sufficient liquidity in the Shares on any Exchange Business Day during the Unwind Period relative to the liquidity on the Effective Date, (iii) to any Termination Settlement Date (as defined below under “Termination Settlement”), (iv) if the Maturity Date is a Settlement Date other than as the result of a valid Settlement Notice in respect of such Settlement Date or (v) if Party B has entered into an additional Share Forward or other equity derivative transaction (each, an “Additional Equity Derivative Transaction”), Party A determines, based on the advice of counsel, that it is unable to unwind its hedge for the Transaction in a manner consistent with Rule 10b-18 under the Exchange Act.

Settlement Notice Requirements:

Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective unless the Settlement Notice includes a representation by Party B substantially in the form set forth in clause (i) below under the heading “Representations, Warranties and Agreements of Party B”.

Unwind Period:

The period from and including the first Exchange Business Day following the date Party B provides Settlement Notice for a valid election of Cash Settlement or Net Share Settlement in respect of a Settlement Date through the first Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day and excluding any Disrupted Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day.

Market Disruption Event:

Section 6.3(a) of the 2002 Definitions is hereby amended by replacing the first sentence in its entirety with the following: “‘Market Disruption Event’ means in respect of a Share, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange Disruption, (iii) an Early Closure or (iv) a Regulatory Disruption, in each case, that the Calculation Agent determines in its good faith and commercially reasonable manner, is material at any time during a Scheduled Trading Day.”

Early Closure:

Section 6.3(d) of the 2002 Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Regulatory Disruption:

Any event that Party A, in its good faith and commercially reasonable discretion, based on advice of counsel, determines it appropriate with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures (that apply broadly to similar transactions for other issuers) for Party A to refrain from or decrease any market activity in connection with the Transaction. Subject to applicable legal requirements and Party A’s internal policies and guidelines, Party A shall promptly notify Party B upon the occurrence of a Regulatory Disruption and shall subsequently promptly notify Party B on the day Party A determines that the circumstances giving rise to such Regulatory Disruption have changed. Party A shall make its determination of a Regulatory Disruption in a manner consistent with the determinations made with respect to other issuers under similar facts and circumstances..

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time

Securities Act:

The Securities Act of 1933, as amended from time to time.

Physical Settlement:

On any Settlement Date in respect of which Physical Settlement applies, Party B shall deliver to Party A through the Clearance System the Settlement Shares for such Settlement Date, and Party A shall pay to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis. If, on any Settlement Date, the Shares to be delivered by Party B to Party A hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount payable by Party A to Party B in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

Physical Settlement Amount:

For any Settlement Date in respect of which Physical Settlement applies, an amount in cash equal to the product of (i) the Forward Price on such Settlement Date and (ii) the number of Settlement Shares for such Settlement Date.

Cash Settlement:

On any Settlement Date in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Settlement Date is a positive number, Party A will pay such Cash Settlement Amount to Party B. If the Cash Settlement Amount is a negative number, Party B will pay the absolute value of such Cash Settlement Amount to Party A. Such amounts shall be paid on the Settlement Date by wire transfer of immediately available funds.

Cash Settlement Amount:

For any Settlement Date in respect of which Cash Settlement applies, an amount determined by the Calculation Agent equal to the difference between (1) the product of (i) the difference between (A) the average Forward Price over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period and ending on, and including, such Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during the Unwind Period), minus USD 0.015, and (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period, and (ii) the number of Settlement Shares for such Settlement Date, and (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, and (ii) the number of Settlement Shares with respect to which Party A has not unwound its hedge for the Transaction as of such Forward Price Reduction Date.

Net Share Settlement:

On any Settlement Date in respect of which Net Share Settlement applies, if the number of Net Share Settlement Shares is a (i) negative number, Party A shall deliver a number of Shares to Party B equal to the absolute value of the Net Share Settlement Shares, or (ii) positive number, Party B shall deliver to Party A the Net Share Settlement Shares; provided that if Party A determines in its good faith and commercially reasonable judgment that it would be required to deliver Net Share Settlement Shares to Party B, Party A may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date.

Net Share Settlement Shares:

For any Settlement Date in respect of which Net Share Settlement applies, a number of Shares equal to (a) the number of Settlement Shares for such Settlement Date, minus (b) the quotient of (A) the difference between (1) the product of (i) the average Forward Price over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period and ending on, and including, such Settlement Date (calculated assuming no reduction to the Forward Price for any Forward Price Reduction Date that occurs during the Unwind Period), minus USD 0.015, and (ii) the number of Settlement Shares for such Settlement Date, and (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, and (ii) the number of Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date and (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period.

10b-18 VWAP:

For any Exchange

Business Day during the Unwind Period which is not a Disrupted Day, the volume-weighted average price reported on the Bloomberg Page

“AKR <Equity> AQR SEC” (or any successor thereto) for such Exchange Business Day; provided, however, that if such

price is unavailable for an Exchange Business Day or the Calculation Agent determines that such price does not correctly reflect the

volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business

Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange

Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Exchange

Business Day and ten minutes before the scheduled close of the primary trading session in the market where the trade is effected, and

(iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3), the Calculation Agent shall, in

a good faith, commercially reasonable manner, determine the 10b-18 VWAP for such Exchange Business Day based on the criteria specified

above in this proviso.

Settlement Currency:

USD.

Failure to Deliver:

Inapplicable.

Adjustments:

Method of Adjustment:

Calculation Agent Adjustment.

Additional Adjustment:

If, in Party A’s commercially reasonable judgment, the stock

loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock

lender to Party A or such affiliate (the “Stock Loan Fee”), over the immediately preceding one month period, of borrowing

a number of Shares equal to the Base Amount to hedge its exposure to the Transaction exceeds a weighted average rate equal to 25 basis

points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Party A for the amount by which the Stock Loan Fee exceeded a weighted

average rate equal to 25 basis points per annum during such period. The Calculation Agent shall notify Party B in writing prior to making

any such adjustment to the Forward Price and, upon the request of Party B, Party A shall provide an itemized list in reasonable detail

of the Stock Loan Fees for the applicable one month period (including any quotations, market data or information from external sources

used by Party A in developing such list, but without disclosing its proprietary models or other information that is subject to contractual,

legal or regulatory obligations to not disclose such information).

Account Details:

Payments to Party A:

To be advised under separate cover or telephone confirmed prior to each Settlement Date

Payments to Party B:

To be advised under separate cover or telephone confirmed prior to each Settlement Date

Delivery of Shares to Party A:

To be advised.

Delivery of Shares to Party B:

To be advised.

3. Other Provisions:

(a) Conditions to Effectiveness: The effectiveness of this Confirmation and the Transaction shall be subject to the following conditions:

(i) the representations and warranties of Party B and Acadia Realty Limited

Partnership (the “Partnership”) contained in the Underwriting Agreement dated the date hereof between Party B, the Partnership,

Party A and the Underwriters party thereto (the “Underwriting Agreement”), and any certificate delivered pursuant thereto

by Party B or the Partnership shall be true and correct on the Effective Date as if made as of the Effective Date;

(ii) Each of Party B and the Partnership shall have performed all of the obligations

required to be performed by it under the Underwriting Agreement on or prior to the Effective Date;

(iii) all of the conditions set forth in Section 6 of the Underwriting Agreement

shall have been satisfied;

(iv) the Closing Date (as defined in the Underwriting Agreement) shall have occurred

as provided in the Underwriting Agreement;

(v) all of the representations and warranties of Party B hereunder and under

the Agreement shall be true and correct on the Effective Date as if made as of the Effective Date;

(vi) Party B shall have performed all of the obligations required to be performed

by it hereunder and under the Agreement on or prior to the Effective Date, including without limitation its obligations under Section ‎3(d) hereof;

and

(vii) Party B shall have delivered to Party A an opinion of counsel in form and

substance reasonably satisfactory to Party A, with respect to the matters set forth in Section 3(a) of the Agreement and that

the maximum number of Shares initially issuable hereunder have been duly authorized and, upon issuance pursuant to the terms of the Transaction,

will be validly issued, fully paid and nonassessable.

Notwithstanding the foregoing or any other provision of this

Confirmation, if (x) on or prior to 9:00 a.m., New York City time, on the date the Closing Date (as defined in the Underwriting Agreement)

is scheduled to occur, in connection with establishing its commercially reasonable hedge position Party A, in its sole judgment, is unable,

after using commercially reasonable efforts, to borrow and deliver for sale the Initial Number of Shares or (y) in Party A’s

sole judgment, it would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of the Initial

Number of Shares (in each case, an “Initial Hedging Disruption”), the effectiveness of this Confirmation and the Transaction

shall be limited to the number of Shares Party A is so able to borrow in connection with establishing its commercially reasonable hedge

position at a cost of not more than 200 basis points per annum (such number of Shares, the “Reduced Number of Shares”), which,

for the avoidance of doubt, may be zero.

(b) Interpretive Letter:

Party B agrees and acknowledges that

the Transaction is being entered into in accordance with the October 9, 2003 interpretive letter from the staff of the Securities

and Exchange Commission to Goldman, Sachs & Co. (the “Interpretive Letter”). Party B represents that it is eligible

to conduct a primary offering of Shares on Form S-3 and that the offering contemplated complies with Rule 415 under the Securities

Act.

(c) Representations, Warranties and Agreements of Party B: Party B hereby represents and warrants to, and agrees with, Party A

as of the date hereof that: