| ITEM 3.03. | MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. |
On
April 28, 2022, the Company filed with the State Department of Assessments and Taxation
of the State of Maryland (“SDAT”) articles supplementary to the Company’s Articles of Amendment and Restatement (as
amended, the “Charter”) that reclassified and restored authorized but unissued shares of preferred stock, par value
$0.01 per share, of the Company that were previously classified and designated by the Company’s Board of Directors (the “Board”),
to the status of unclassified and undesignated shares of authorized preferred stock, to the extent not already restored to such status
by the terms of such series of preferred stock. After giving effect to the foregoing, the Company has the authority to issue 450,000,000
shares of capital stock, par value $0.01 per share, consisting of 400,000,000 shares of common stock and 50,000,000 shares of preferred
stock, of which 43,481,195 are unclassified and undesignated shares of preferred stock. Such articles supplementary, which were effective
upon filing, are included as Exhibit 3.1 hereto and are incorporated herein by reference.
On
April 28, 2022, the Company filed with the SDAT articles supplementary to the Charter
classifying and designating an aggregate of 28,000,000 shares of the unissued and undesignated shares of preferred stock and provided
for their issuance either as shares of the Series J Preferred Stock or the Series K Preferred Stock (together, the “Articles
Supplementary”).
As set forth in the Articles
Supplementary, the Series J Preferred Stock and the Series K Preferred Stock rank: (i) senior to all classes or series
of common stock and future junior securities; (ii) on a parity with each other and each other series of the Company’s outstanding
preferred stock, including the 8.45% Series D Cumulative Convertible Preferred Stock, the 7.375% Series F Cumulative Preferred
Stock, the 7.375% Series G Cumulative Convertible Preferred Stock, the 7.50% Series H Cumulative Preferred Stock, and the 7.50%
Series I Cumulative Preferred Stock, and with any future parity securities, and (iii) junior to any future senior securities
and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and rights upon liquidation,
dissolution or winding up of the Company’s affairs.
Each share of Preferred Stock
will have a “Stated Value” of $25.00. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company’s
affairs, the holders of the Preferred Stock will have the right to receive the Stated Value, plus an amount equal to any accrued but unpaid
dividends (whether or not declared) to, but not including, the date of payment, before any distribution or payment is made to the holders
of the Company’s common stock or any other class or series of capital stock ranking junior to the Preferred Stock. The rights of
the holders of the Preferred Stock to receive the Stated Value will be subject to the rights of holders of the Company’s debt, holders
of any equity securities ranking senior in liquidation preference to the Preferred Stock (none of which are currently outstanding) and
the proportionate rights of holders of each other series or class of the Company’s equity securities ranked on a parity with the
Preferred Stock.
Holders
of Series J Preferred Stock are entitled to receive, when and as authorized by the Board and declared by the Company out of legally
available funds, cumulative cash dividends on each share of Series J Preferred Stock at an annual rate of 8.0% of the Stated Value
(equivalent to an annual dividend rate of $2.00 per share). Holders of the Series K Preferred Stock are entitled to receive,
when and as authorized by the Board and declared by the Company out of legally available funds, cumulative cash dividends on each share
of Series K Preferred Stock at an initial annual rate of 8.2% of the Stated Value (equivalent to an annual dividend rate of $2.05
per share). Beginning one year from the date of original issuance (as defined in the Articles Supplementary) of each share of Series K
Preferred Stock, and on each one-year anniversary thereafter for such Series K Preferred Stock, the dividend rate will increase
by 0.10% per annum for such share; provided, however, that the dividend rate for any share of Series K Preferred Stock
shall not exceed 8.7% per annum. The Company expects to authorize and declare dividends on the shares of Preferred Stock on a monthly
basis, payable on the 15th day of each month (or if such payment date is not a business day, on the next succeeding business day). The
timing and amount of such dividends will be determined by the Board, in its sole discretion, and may vary from time to time.
Subject
to certain exceptions and limitations, commencing on the date of original issuance and terminating upon a listing, if any, of the Preferred
Stock on the New York Stock Exchange (“NYSE”) or another national securities exchange, a holder of the Preferred Stock will
have the right to require the Company to redeem any or all of such holder’s shares of Preferred Stock at a redemption price equal
to 100% of the Stated Value, less the applicable redemption fee, if any, plus an amount equal to any accrued but unpaid dividends (whether
or not authorized or declared) to, but not including, the date fixed for redemption. For so long as the Company’s common
stock is listed on a national securities exchange, if a holder of Preferred Stock causes the Company to redeem such shares of Preferred
Stock, the Company has the right, in its sole discretion, to pay the redemption price in cash or in equal value of shares of common stock
or any combination thereof, based on the closing price per share of common stock for the single trading day prior to the date of redemption.
Pursuant to the Articles Supplementary, the Board may, without stockholder approval, permanently revoke the Company’s right to pay
the redemption price (or a portion thereof) in common stock and require the Company to pay the redemption price solely in cash.
After
two years from the date of original issuance of the shares of Preferred Stock to be redeemed, the Company will have the right (but
not the obligation) to redeem such shares of Preferred Stock, in whole or in part, at a redemption price equal to 100% of the Stated
Value, plus an amount equal to any accrued but unpaid dividends (whether or not authorized or declared)
to, but not including, the date fixed for redemption. For so long as the Company’s common stock is listed on a national securities
exchange, if the Company chooses to redeem any shares of Preferred Stock, the Company has the right, in its sole discretion, to pay the
redemption price in cash or in equal value of shares of common stock or any combination thereof, based on the closing price per share
of common stock for the single trading day prior to the date of redemption. Pursuant to the Articles Supplementary, the Board may, without
stockholder approval, permanently revoke the Company’s right to pay the redemption price (or a portion thereof) in common stock
and require the Company to pay the redemption price solely in cash.
Upon the occurrence of a Change
of Control (as defined in the Articles Supplementary), the Company will have the right (but not the obligation) to redeem the outstanding
shares of Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, in cash
at a redemption price equal to 100% of the Stated Value, plus an amount equal to any accrued but unpaid dividends (whether or not authorized
or declared) to, but not including, the date fixed for redemption.
The description of the Preferred
Stock in this report does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles Supplementary,
which are filed as Exhibits 3.2 and 3.3 hereto, respectively, and are incorporated herein by reference.
