preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable
expenses in advance of final disposition of such a proceeding to:
• any individual who is present or former director or officer of our company; or
• any individual who, while our director or officer and at our request, serves or has served as a
director, officer, member, manager or trustee of another corporation, real estate investment
trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other
enterprise.
in either case, from and against any claim or liability to which such person may become subject or
which such person may incur by reason of his or her service in such capacity.
Our charter and bylaws also permit us, with the approval of the Board of Directors or any duly
authorized committee thereof, to provide such indemnification and advancement of expenses to (1) a
person who served a predecessor of ours in any of the capacities described above and (2) to any
employee or agent of ours or a predecessor of ours.
We plan on entering into indemnification agreements with each of our executive officers and
directors, whereby we will agree to indemnify our executive officers and directors against all expenses
and liabilities and pay or reimburse their reasonable expenses in advance of final disposition of a
proceeding to the fullest extent permitted by Maryland law if they are made or threatened to be made
a party to the proceeding by reason of their service to our company, subject to limited exceptions.
Insofar as the foregoing provisions permit indemnification of directors, director nominees, officers
or persons controlling us for liability arising under the Securities Act, we have been informed that in
the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
We may, to the fullest extent permitted by the law, purchase and maintain insurance on behalf of
any person described above against any liability asserted against such person, whether or not such
person is indemnified against such liability under the provisions of our charter.
REIT Qualification
Our charter provides that our Board of Directors may revoke or otherwise terminate our REIT
election, without approval of our stockholders, if it determines that it is no longer in our best interests
to attempt to qualify, or to continue to qualify, as a REIT. Our charter also provides that our Board of
Directors may determine that compliance with any restriction or limitation on ownership and transfer
of our stock is no longer required for us to qualify as a REIT.
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