Digital Realty Trust

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Index to Financial Statements
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2024
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From                     to                     .
Commission file number     001-32336 (Digital Realty Trust, Inc.)
000-54023 (Digital Realty Trust, L.P.)
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
(214) 231-1350
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
    
Title of each class
Trading
Symbols(s)
    
Name of each exchange on which registered
Digital Realty Trust, Inc.
Common Stock, $0.01 par value per share
DLR
New York Stock Exchange
Series J Cumulative Redeemable Preferred
Stock, $0.01 par value per share
DLR Pr J
New York Stock Exchange
Series K Cumulative Redeemable Preferred
Stock, $0.01 par value per share
DLR Pr K
New York Stock Exchange
Series L Cumulative Redeemable Preferred
Stock, $0.01 par value per share
DLR Pr L
New York Stock Exchange
Digital Realty Trust, L.P.
None
None
None
Securities registered pursuant to Section 12(g) of the Act:
Digital Realty Trust, Inc.
                      None
Digital Realty Trust, L.P.
Common Units of Partnership Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Digital Realty Trust, Inc.
Yes   ⌧  No  ◻
Digital Realty Trust, L.P.
Yes   ⌧  No  ◻
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Digital Realty Trust, Inc.
Yes  ◻   No   ⌧
Digital Realty Trust, L.P.
Yes  ◻   No   ⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Digital Realty Trust, Inc.
Yes   ⌧  No  ◻
Digital Realty Trust, L.P.
Yes   ⌧  No  ◻
Maryland (Digital Realty Trust, Inc.)
Maryland (Digital Realty Trust, L.P.)
26-0081711
20-2402955
(State or other jurisdiction of incorporation or organization)
(IRS employer identification number)
2323 Bryan Street, Suite 1800
Dallas, Texas
75201
(Address of principal executive offices)
(Zip Code)

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Digital Realty Trust, Inc.
Yes   ⌧  No  ◻
Digital Realty Trust, L.P.
Yes   ⌧  No  ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Digital Realty Trust, Inc.:
Large accelerated filer
⌧
Accelerated filer
◻
Non-accelerated filer
◻
Smaller reporting company
☐
Emerging growth company
☐
Digital Realty Trust, L.P.:
Large accelerated filer
◻
Accelerated filer
◻
Non-accelerated filer
⌧
Smaller reporting company
☐
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.
Digital Realty Trust, Inc.
☐
Digital Realty Trust, L.P.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Digital Realty Trust, Inc.
☒
Digital Realty Trust, L.P.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Digital Realty Trust, Inc.
☒
Digital Realty Trust, L.P.
☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
Digital Realty Trust, Inc.
☐
Digital Realty Trust, L.P.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Digital Realty Trust, Inc.
Yes  ☐   No   ⌧
Digital Realty Trust, L.P.
Yes  ☐   No   ⌧
The aggregate market value of the common equity held by non-affiliates of Digital Realty Trust, Inc. as of June 28, 2024, the last business day of the registrant’s most recently
completed second quarter, totaled approximately $50 billion based on the closing price for Digital Realty Trust, Inc.’s common stock on that day as reported by the New York Stock
Exchange. Such value excludes common stock held by executive officers, directors and 10% or greater stockholders as of June 28, 2024. The identification of 10% or greater
stockholders as of June 28, 2024 is based on Schedule 13G and amended Schedule 13G reports publicly filed before June 28, 2024. This calculation does not reflect a determination that
such parties are affiliates for any other purposes.
There is no public trading market for the common units of Digital Realty Trust, L.P. As a result, the aggregate market value of the common units held by non-affiliates of Digital
Realty Trust, L.P. cannot be determined.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Digital Realty Trust, Inc.:
Class
    
Outstanding at February 18, 2025
Common Stock, $.01 par value per share
336,644,245
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference portions of Digital Realty Trust, Inc.’s Proxy Statement for its 2025 Annual Meeting of Stockholders which the registrants anticipate will be filed
no later than 120 days after the end of their fiscal year pursuant to Regulation 14A.

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EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2024 of Digital Realty Trust, Inc., a
Maryland corporation, and Digital Realty Trust, L.P., a Maryland limited partnership, of which Digital Realty Trust, Inc. is the
sole general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,”
“us,” “our,” “our Company”, or “the Company” refer to Digital Realty Trust, Inc. together with its consolidated subsidiaries,
including Digital Realty Trust, L.P. In statements regarding qualification as a REIT, such terms refer solely to Digital Realty
Trust, Inc. Unless otherwise, all references to the “Parent” refer to Digital Realty Trust, Inc., and all references to “our Operating
Partnership,” “the Operating Partnership” or “the OP” refer to Digital Realty Trust, L.P. together with its consolidated
subsidiaries.
The Parent is a real estate investment trust, or REIT, for U.S. federal income tax purposes and the sole general partner of the OP.
As of December 31, 2024, the Parent owned an approximate 98.2% common general partnership interest in Digital Realty Trust,
L.P. The remaining approximate 1.8% of the common limited partnership interests of Digital Realty Trust, L.P. are owned by
non-affiliated third parties and certain directors and officers of the Parent. As of December 31, 2024, the Parent owned all of the
preferred limited partnership interests of Digital Realty Trust, L.P. As the sole general partner of Digital Realty Trust, L.P., the
Parent has the full, exclusive and complete responsibility for the OP’s day-to-day management and control.
We believe combining the annual reports on Form 10-K of the Parent and the OP into this single report results in the following
benefits:
●
enhancing investors’ understanding of the Parent and the OP by enabling investors to view the business as a whole in
the same manner as management views and operates the business;
●
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial
portion of the disclosure applies to both the Parent and the OP; and
●
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company.
The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from
time to time and guaranteeing certain unsecured debt of the OP and certain of its subsidiaries and affiliates. The OP holds
substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured
as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are generally
contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s
operations, incurrence of indebtedness and issuance of partnership units to third parties.
The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between
the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between
stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the
OP.
To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the
Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that
combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of the
Company.
As general partner with control of the OP, the Parent consolidates the OP for financial reporting purposes, and it does not have
significant assets other than its investment in the OP. Therefore, the assets and liabilities of the Parent and the OP are the same on
their respective consolidated financial statements. The separate discussions of the Parent and the OP in this report should be read
in conjunction with each other to understand the results of the Company on a consolidated basis and how management operates
the Company.
In this report, “properties” and “buildings” refer to all or any of the buildings in our portfolio, including data centers and non-
data centers, and “data centers” refers only to the properties or buildings in our portfolio that contain data center space. In this
report, “Global Revolving Credit Facility” refers to our Operating Partnership’s $4.1 billion equivalent

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senior unsecured revolving credit facility and global senior credit agreement; “Yen Revolving Credit Facility” refers to our
Operating Partnership’s ¥42,511,000,000 (approximately $270 million based on exchange rates at December 31, 2024) senior
unsecured revolving credit facility and Yen credit agreement; and “Global Revolving Credit Facilities” refer to our Global
Revolving Credit Facility and our Yen Revolving Credit Facility, collectively.
In this report, the “Euro Term Loan Agreement” refers to a term loan agreement which governs (i) a €375,000,000 three-year
senior unsecured term loan facility (the “2025 Term Facility”), the entire amount of which was funded on such date, and (ii) a
€375,000,000 five-year senior unsecured term loan facility (the “2025-27 Term Facility” and, together with the 2025 Term
Facility, collectively, the “Euro Term Loan Facilities”), comprised of €125,000,000 of initial term loans, the entire amount of
which was funded on such date, and €250,000,000 of delayed draw term loan commitments that were funded on September 9,
2023.
In this report, the “USD Term Loan Agreement” refers to a term loan agreement for a $740 million senior unsecured term loan
facility (the “USD Term Loan Facility”).
In this report, Digital Core REIT (“DCREIT”) is a standalone real estate investment trust formed under Singapore law, which is
publicly traded on the Singapore Exchange under the ticker symbol “DCRU”.

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DIGITAL REALTY TRUST, INC. AND DIGITAL REALTY TRUST, L.P.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
     PAGE NO.
PART I.
1
ITEM 1.
Business
1
ITEM 1A. Risk Factors
14
ITEM 1B. Unresolved Staff Comments
47
ITEM 1C. Cybersecurity
47
ITEM 2.
Properties
49
ITEM 3.
Legal Proceedings
53
ITEM 4.
Mine Safety Disclosures
53
PART II.
53
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
53
ITEM 6.
Reserved
55
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
56
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
81
ITEM 8.
Financial Statements and Supplementary Data
83
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
160
ITEM 9A. Controls and Procedures
160
ITEM 9B. Other Information
161
ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
161
PART III.
162
ITEM 10. Directors, Executive Officers and Corporate Governance
162
ITEM 11. Executive Compensation
162
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
162
ITEM 13. Certain Relationships and Related Transactions and Director Independence
162
ITEM 14. Principal Accounting Fees and Services
162
PART IV.
163
ITEM 15. Exhibits and Financial Statement Schedules
163
ITEM 16. Form 10-K Summary
173
SIGNATURES
174

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1
PART I
ITEM 1.     BUSINESS
The Company
Digital Realty Trust, Inc., through its controlling interest in Digital Realty Trust, L.P. and the subsidiaries of the Operating
Partnership, is a leading global provider of data center, colocation and interconnection solutions for customers across a variety of
industry verticals. The Parent operates as a REIT for U.S. federal income tax purposes. The Operating Partnership is the entity
through which the Parent conducts its business of owning, acquiring, developing and operating data centers. The Parent was
incorporated in the state of Maryland on March 9, 2004. The Operating Partnership was organized as a limited partnership in the
state of Maryland on July 21, 2004.
As of December 31, 2024, our portfolio consisted of 308 data centers (including 78 data centers held as investments in
unconsolidated entities), of which 121 are located in the United States, 112 are located in Europe, 36 are located in Latin
America, 16 are located in Africa, 16 are located in Asia, six are located in Australia and three are located in Canada.
Our principal executive offices are located at 2323 Bryan Street, Suite 1800, Dallas, Texas 75201. Our telephone number is (214)
231-1350. Our website is www.digitalrealty.com. The information found on, or otherwise accessible through, our website is not
incorporated by reference into, nor does it form a part of, this Annual Report on Form 10-K.
Industry Background
The digital economy continues to grow and change how enterprises across all industries create and deliver value. Companies
increasingly need to operate ubiquitously, on-demand and with real-time intelligence serving customers, partners and employees
across multiple channels, business functions and points of business presence. Computational processing power requirements
continue to advance, data traffic is growing, and the volume of data that enterprises generate, transmit, process, analyze, monitor
and manage is expanding dramatically. The Internet of Things, 5G, autonomous vehicles and artificial intelligence, among other
technological advancements, are driving this digital transformation.
We believe that enterprise data growth is accelerating due to the growing digital economy and emerging technological advances.
As enterprises analyze and process this accelerating data mass, they create more data. As this mass of data continues to grow, it
needs to be analyzed and processed: a task which we believe is becoming increasingly challenging to replicate and relocate. This
phenomenon is called Data Gravity. We believe that enterprise decisionmakers will need to increasingly consider how Data
Gravity impacts their enterprise IT architectures and, accordingly, we have developed the Data Gravity Index: a global forecast
that measures the intensity and gravitational force of enterprise data growth.
As the largest global provider of cloud- and carrier-neutral data center, colocation and interconnection solutions, we believe the
data center industry is poised for sustainable growth. The demand for data center infrastructure is being driven by this digital
transformation which is contributing to the explosive growth of data, rapid growth of cloud adoption and greater demand for IT
outsourcing. The power requirements and financial costs to support this growth in data, traffic and storage are substantial and
growing accordingly. We believe data centers will continue to play a critical role in the digital economy and enabling business
transformation strategies.
We believe cloud solutions and hybrid cloud solutions will remain significant drivers of demand for data center infrastructure.
The hybrid cloud, which combines public and private cloud solutions, has gained traction because it enables corporate
enterprises to achieve efficiencies and contain costs, as well as scale and secure their most sensitive information. In addition, the
leading cloud service providers are generally mature, well-capitalized technology companies, and cloud platforms are among the
fastest-growing business segments. Data center providers that can solve global coverage, capacity and connectivity needs, and
coordinate and aggregate diverse customer and application demand, are poised to benefit from these cloud-specific industry
drivers.

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2
These diverse and secular industry dynamics are driving greater demand for data center capacity not only from global cloud
service providers, but also from businesses across other industries, including IT service firms, social media, content providers
and the financial services sector. As companies focus on their core competencies and rely on outsourcing to meet their IT
infrastructure needs, they are prioritizing colocation for their data center solutions for various reasons, including to reduce
latency in data transfer and increase global presence and connectivity. New technologies need a fast, reliable and flexible
foundation to operate, and the importance of offering a full spectrum of power, space and connectivity solutions on a global
platform continues to grow.
Our Business
We provide a global data center platform that supports our customers’ digital infrastructure and enables our customers to
interconnect with their customers and partners. We solve global coverage, capacity and connectivity needs for companies of all
sizes, including the world’s leading enterprises and services providers, through PlatformDIGITAL®, a global data center
platform for scaling digital business which enables customers to deploy their critical infrastructure with a global data center
provider.
PlatformDIGITAL® combines our global presence with our Pervasive Data Center Architecture (PDx®) solution methodology
for scaling digital business and efficiently managing data gravity challenges. Digital Realty gives its customers access to the
connected communities that matter to them with a global data center footprint of over 300 facilities with over 227,000 cross
connects in over 50 metros across more than 25 countries on six continents.
Fundamentally, we bring together foundational real estate and innovative technology expertise around the world to deliver a
comprehensive, dedicated product suite to meet customers’ data and connectivity needs. We represent an important part of the
digital economy that we believe will benefit from powerful, long-term growth drivers.
We believe that the growth trends in the data center market, technology, the cloud, internet traffic and internet-based services,
combined with cost advantages in outsourcing data center requirements, provide attractive growth opportunities for us as a data
center solutions provider. Leveraging deep expertise in technology and real estate, we have an expansive global footprint,
impressive scale and a full-spectrum fit-for-purpose product offering in key metropolitan areas around the world. These
advantages simplify the contracting process for multinational enterprises, eliminating their need to negotiate with multiple local
data center solutions providers. In addition, in areas where high data center construction and operating costs and long time-to-
market prohibit many of our customers from building their own data centers, our global footprint and scale allow us to meet our
customers’ needs quickly and efficiently.

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3
Our Data Center Portfolio
Our portfolio of high-quality data centers provides secure, highly connected and continuously available environments for the
exchange, processing and storage of critical data. Data centers are used for digital communication, disaster recovery purposes,
transaction processing and housing mission-critical corporate IT applications. Our internet gateway data centers are highly
connected, network-dense facilities that serve as hubs for internet and data communications within and between major
metropolitan areas. We believe internet gateways are extremely valuable, and a high-quality, highly interconnected global
portfolio such as ours could not be easily replicated today on a cost-competitive basis.
We are diversified across major metropolitan areas characterized by a high concentration of connected end-users and technology
companies. At December 31, 2024, we owned or had investments in properties, on a wholly-owned basis or through
unconsolidated entities, in the following geographies:
As of December 31, 2024, our portfolio, including investments in unconsolidated entities, contained a total of approximately
54.9 million rentable square feet, including approximately 8.9 million square feet of space under active development and
4.7 million square feet of space held for development. As of December 31, 2024, the 78 data centers held as investments in
unconsolidated entities had an aggregate of approximately 9.2 million rentable square feet. In addition, as of December 31, 2024,
we estimate that our land and other space held for, or actively under, construction could accommodate over 3,500 megawatts of
additional data center capacity, including more than 1,000 additional megawatts developable in Northern Virginia. From time to
time, we may look to sell individual assets or portfolios that we do not consider to be core to our business and growth strategy.
A significant component of our current and future growth is expected to be generated through the development of our existing
space held for future development and acquisition of new properties. As of December 31, 2024, our portfolio, including the 78
data centers held as investments in unconsolidated entities, was approximately 84.1% leased. From time to time, we may look to
sell individual assets or portfolios that we do not consider to be core to our business and growth strategy.

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4
Through strategic investments, we have expanded our footprint into Latin America, enhanced our data center offerings in
strategic and complementary U.S. metropolitan areas, established our colocation and interconnection platform in the U.S. and
expanded our colocation and interconnection platform in Europe and Africa, with each transaction enhancing our presence
in top-tier locations throughout North America, Europe, Latin America and Africa. In addition, on August 1, 2022, we completed
our acquisition of a majority interest in Teraco, the largest and most densely interconnected data center platform in South Africa,
with an in-service portfolio of seven state-of-the-art data centers strategically located in the key South African metro areas of
Johannesburg, Cape Town and Durban. In addition, we are investing in our consolidated and unconsolidated portfolio to
organically expand our capacity. As of December 31, 2024, we had 644 megawatts of projects underway across multiple
metropolitan areas around the world, and 70% percent of this data center activity was pre-leased.
The locations of and improvements to our data centers, the network density, interconnection infrastructure and connectivity-
centric customers in certain of our facilities, and our comprehensive product offerings are critical to our customers’ businesses,
which we believe results in high occupancy levels, longer average lease terms and customer relationships, as well as lower
turnover. In addition, many of our data centers contain significant improvements that have been installed at our customers’
expense. The tenant improvements in our data centers are generally readily adaptable for use by similar customers.
Our data centers are physically secure, network-rich and equipped to meet the power and cooling requirements of smaller
footprints up to the most demanding IT applications. Many of our data centers are located on major aggregation points formed
by the physical presence of multiple major telecommunications service providers, which reduces our customers’ costs and
operational risks and enhances the attractiveness of our properties. In addition, our strategically located global data center
campuses offer our customers the ability to expand their global footprint as their businesses grow, while our connectivity
offerings on our campuses enhance the capabilities and attractiveness of these facilities. Further, the network density,
interconnection infrastructure and connectivity-centric customers in certain of our data centers have led to the organic formation
of densely connected data communities that are difficult for competitors to replicate and deliver added value to our customers.
Our Product Offerings
We provide a flexible, global data center platform that allows our customers to achieve infrastructure deployments and controls
matched to their business needs. Our data centers and comprehensive suite of product offerings are conceived to scale, from a
single cabinet up to multi-megawatt data halls, complemented by connectivity and partnered solutions to support their
requirements. We strive to provide a product mix that appeals to leading technology companies and enterprises, especially those
seeking to support a greater portion of their data center requirements through a single provider. Our Critical Facilities
Management® services and team of engineers and data center operations experts provide 24/7 support for these mission-critical
facilities.
PlatformDIGITAL® Solution Model. The PlatformDIGITAL® solution model is based on our patented Pervasive Data Center
Architecture (PDx®) methodology, which brings users, networks, clouds, controls and systems to the data, removing barriers,
creating centers of data exchange to accommodate distributed workflows and scaling digital business. PlatformDIGITAL® offers
solutions for service providers and enterprises supporting their IT architecture requirements with features such as:
Network
  Consolidates and localizes traffic into ingress/egress points to optimize network performance and cost
Control
  Hosts adjacent security and IT controls to improve security posture and Hybrid-IT operations
Data
 
Localizes data aggregation, staging, analytics, streaming and data management to optimize data exchange
and Private AI workloads
High Density
Supports advances in mechanical cooling for next generation chipsets / infrastructure, maximizing
performance of customer data center infrastructure 

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5
Capacity
Product Types
 
Description
0 to 1 MW
(Colocation)
 
Small (one cabinet) to medium (150 cabinets) deployments
Provides agility to quickly deploy in days
Contract length generally 2-5 years
Consistent designs, operational environment, power expenses
> 1 MW
(Scale & Hyperscale
Powered Base Building
®)
 
Scale from medium to very large deployments
Solution can be executed in weeks
Contract length generally 5-10+ years
Customized data center environment for specific deployment needs
The PlatformDIGITAL® solution model is available in our colocation and scale data centers, which are move-in ready,
physically secure facilities with the power, cooling and interconnection capabilities to support customers requiring a cabinet,
cage, suite or entire hall or building. We believe our colocation facilities are effective solutions for customers who may lack the
bandwidth, capital budget, expertise or desire to provide their own extensive data center infrastructure, management and security.
We believe our offerings are also well-suited for those customers who seek to efficiently exchange data with others in our
connected data communities lowering their costs and creating value for their business. For customers who possess the ability to
build and operate their own facility, our Powered Base Building® solution provides the physical location, requisite power and
network access necessary to support a state-of-the-art data center.
Additionally, our data center campuses offer our customers the opportunity to expand in or near their existing deployments
within our data center campuses.
Connectivity
Product
 
Description
Cross Connect
 
A physical connection between two customer defined end points in a Digital Realty facility
enabling customers to directly exchange data traffic
Campus Connect
 
Local, dedicated connectivity solution within Digital Realty campus environments located in
hyperconnected metros around the world enabling multiple facilities on a single campus to
exchange data traffic and therefore operate as a virtual single data center
Metro Connect
 
Dedicated connection between multiple Digital Realty facilities located in the same metro
area enabling fast connectivity for data traffic between them
ServiceFabric™
 
A global open orchestration platform enabling customers to easily provision global
connectivity and orchestrate connected services across Digital Realty’s worldwide data
center footprint and in third party locations
IP Bandwidth
 
Dedicated Internet Access using blend of ISPs. Provides customer with highly resilient
customer dedicated connections including Fixed and Burstable Service options
Pathway
 
Conduit based access to support bulk fiber interconnection, typically terminating into the
POP or Meet Me Room within a given facility

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6
Through investments and strategic partnerships, we have significantly expanded our capabilities as a leading provider of
interconnection and cloud-enablement services globally. We believe interconnection is an attractive line of business that would
be difficult to build organically and enhances the overall value proposition of our data center product offerings. Through product
offerings such as our ServiceFabric™ and partnerships with cloud service providers, we can support our customers’ hybrid cloud
architecture requirements.
Our Global Customers
Our portfolio has attracted a high-quality, diversified mix of customers. We have more than 5,000 customers, and no single
customer represented more than approximately 11.5% of the aggregate annualized recurring revenue of our portfolio as of
December 31, 2024.
Global Customer Base across a Wide Variety of Industry Sectors. We use our in-depth knowledge of requirements for trends
impacting cloud and information technology service providers, content providers, network and communications providers, and
other data center users, including enterprise customers, to market our data centers to meet these customers’ specific technology
needs. Our customers are increasingly launching multi-regional deployments and growing with us globally. Our largest customer
accounted for approximately 11.5% of our aggregate annualized recurring revenue as of December 31, 2024. No other single
customer accounted for more than approximately 6.4% of the aggregate annualized recurring revenue of our portfolio. Our
customers represent a variety of industry verticals, ranging from cloud and information technology services, communications
and social networking to financial services, manufacturing, energy, gaming, life sciences and consumer products.
Cloud and IT Services
Digital Content Providers and
Financial Companies
Network and Mobile Services
Fortune 50 Software Company
Fortune 25 Investment Grade-Rated
Company
AT&T
Global Cloud Provider
JPMorgan Chase & Co.
Comcast Corporation
IBM
LinkedIn Corporation
Lumen Technologies, Inc.
Oracle Corporation
Meta Platforms, Inc.
Verizon
Proven Experience Attracting and Retaining Customers. Our specialized data center salesforce, which is aligned to meet our
customers’ needs for global, enterprise and network solutions, provides a robust pipeline of new customers, while existing
customers continue to grow and expand their utilization of our technology-enabled services to support a greater portion of their
IT needs.
Our Design, Engineering and Construction Program
Our extensive development activity, operating scale and process-based approach to data center design and construction result in
significant cost savings and added value for our customers. We have leveraged our purchasing power by securing global
purchasing agreements and developing relationships with major equipment manufacturers, reducing costs and shortening
delivery timeframes on key components, including major mechanical and electrical equipment. See "We and our customers may
experience supply chain or procurement disruptions, or increased supply chain costs, which may lead to delays." in Item 1A.
Risk Factors for further discussion. Utilizing our innovative modular data center design, we deliver what we believe to be a
technically superior data center environment at significant cost savings and reduced time frames. Our access to capital and
investment-grade ratings allow us to provide data center solutions for customers who do not want to invest their own capital.

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7
Our Investment Approach
We have developed detailed, standardized procedures for evaluating acquisitions and investments, including income-producing
properties as well as vacant buildings and land suitable for development, to ensure that they meet our strategic, financial,
technical and other criteria. These procedures, together with our in-depth knowledge of the technology, data center and real
estate industries, allow us to identify strategically located properties and evaluate investment opportunities efficiently and, as
appropriate, commit and close quickly. Our investment-grade ratings, along with our broad network of contacts within the data
center industry, enable us to effectively capitalize on acquisition and investment opportunities.
Our Management Team and Organization
Our senior management team has many years of experience in the technology and/or real estate industries, including experience
as investors in and advisors to technology companies. We believe that our senior management team’s extensive knowledge of
both the technology and the real estate industries provides us with a key competitive advantage. Further, a significant portion of
compensation for our senior management team and directors is in the form of common equity interests in our Company. We also
maintain minimum stock ownership requirements for our senior management team and directors, further aligning their interests
with those of external stockholders, as well as an employee stock purchase plan, which encourages our employees to have
ownership in the Company.
Our Business and Growth Strategies
Our primary business objectives are to maximize: (i) sustainable long-term growth in earnings and funds from operations per
share and unit, (ii) cash flow and returns to our stockholders and our Operating Partnership’s unitholders through the payment of
dividends and distributions and (iii) return on invested capital. We expect to accomplish these objectives by achieving superior
risk-adjusted returns, prudently allocating capital, diversifying our product offerings, accelerating our global reach and scale, and
driving revenue growth and operating efficiencies.
Superior Risk-Adjusted Returns. We believe that achieving appropriate risk-adjusted returns on our business, including on our
development pipeline and leasing transactions, will deliver superior stockholder returns. We may continue to build out our
development pipeline when justified by anticipated returns. We have established robust internal guidelines for reviewing and
approving leasing transactions, which we believe will drive risk-adjusted returns. We also believe that providing an even stronger
value proposition to our customers, including new and more comprehensive product offerings, as well as continuing to improve
operational efficiencies, will further drive improved returns for our business.
Prudently Allocate Capital. We believe that the strategic deployment of capital at sufficiently positive spreads above our cost of
capital enables us to increase cash flow and create long-term stockholder value.
Strategic and Complementary Investments. We have developed significant expertise at underwriting, financing and
executing data center investment opportunities. We employ a collaborative approach to deal analysis, risk management
and asset allocation, focusing on key elements, such as market fundamentals, accessibility to fiber and power, and the
local regulatory environment. In addition, the specialized nature of data centers makes these investment opportunities
more difficult for traditional real estate investors to underwrite, resulting in reduced competition for investments
relative to other property types. We believe this dynamic creates an opportunity for us to generate attractive risk-
adjusted returns on our capital.

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8
Preserve the Flexibility of Our Balance Sheet. We are committed to maintaining a conservative capital structure. Our
goal is to average through business cycles the following financial ratios: 1) a debt-to-Adjusted EBITDA ratio around
5.5x, 2) a fixed charge coverage of greater than three times, and 3) floating rate debt at less than 20% of total
outstanding debt. In addition, we strive to maintain a well-laddered debt maturity schedule, and we seek to maximize
the menu of our available sources of capital, while minimizing the cost. Since Digital Realty Trust, Inc.’s initial public
offering in 2004, we have raised approximately $74 billion of capital through common (excluding forward contracts),
preferred and convertible preferred equity offerings, exchangeable debt offerings, non-exchangeable bond offerings, our
Global Revolving Credit Facilities, our term loan facilities, a senior notes shelf facility, secured mortgage financings
and re-financings, joint venture partnerships and the sale of non-core assets. We endeavor to maintain financial
flexibility while using our liquidity and access to capital to support operations, our acquisition, investment, leasing and
development programs and global campus expansion, which are important sources of our growth.
Leverage Technology to Develop Comprehensive and Diverse Products. We believe we have one of the most comprehensive
suites of global data center solutions available to customers from a single provider.
Global Service Infrastructure Platform. With our acquisitions, which extended our footprint further across Latin
America, Europe and Africa, enhanced our portfolio of scale and hyper-scale data centers in the U.S. and furthered our
position as a leading provider of colocation, interconnection and cloud-enablement services globally, we are able to
offer one of the industry’s broadest range of data center solutions to meet our customers’ needs, from a single rack or
cabinet to multi-megawatt deployments. We believe our products like ServiceFabric™ and our partnerships with
managed services and cloud service providers further enhance the attractiveness of our data centers.
Provide Foundational Services to Enable Customers and Partners. We believe that the platform, through which we
offer the foundational services of space, power and connectivity, will enable our customers and partners to serve their
customers and grow their businesses. We believe our Internet gateway data centers, individual data centers and data
center campuses are attractive to a wide variety of customers and partners of all sizes. Furthermore, we believe our
colocation and interconnection offerings, as well as the densely connected data communities that have developed within
our facilities, and the availability and scalability of our comprehensive suite of products are valuable and critical to our
customers and partners.
Accelerate Global Reach and Scale. We have strategically pursued international expansion since our IPO in 2004 and now
operate across six continents. We believe that our global multi-product data center portfolio is a foundational element of our
strategy and our scale and global platform represent key competitive advantages difficult to replicate. Customers and competitors
are recognizing the value of interconnected scale, which aligns with our connected campus strategy that enables customers to
“land and expand” with us. We expect to continue to source and execute strategic and complementary transactions to strengthen
our data center portfolio, expand our global footprint and product mix, and enhance our scale.
Drive Revenue Growth and Operating Efficiencies. We aggressively manage our properties to maximize cash flow and
control costs by leveraging our scale to drive operating efficiencies.
Leverage Strong Industry Relationships. Our global market leadership position and strong industry relationships
provide us with a unique vantage point to detect and capitalize on secular trends as they emerge globally. We focus our
industry relationship efforts towards market sensing, market shaping and helping to set open standards that benefit
companies of all types to derive value from digital infrastructure and multi-tenant datacenters. Industry collaboration
includes engagements with industry associations, IT industry analysts, venture capitalists, technology incubators,
technology service providers, telecommunications providers, systems integrators and large multi-national companies
across segments including manufacturing, transportation and logistics, financial services, healthcare, pharmaceutical
and digital media. These relationships help us forge new product capabilities, inform investment decisions, develop new
routes to market and create differentiated value for customers and drive long-term growth and yield for stockholders.

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9
Maximize Cash Flow. We often acquire operating properties with substantial in-place cash flow and some vacancy,
which enables us to create upside through lease-up. We control our costs by negotiating expense pass-through
provisions in customer agreements for operating expenses, including power costs and certain capital expenditure. We
have also focused on centralizing functions and optimizing operations as well as improving processes and technologies.
We believe that expanding our global data center campuses will also contribute to operating efficiencies because we
expect to achieve economies of scale on our campus environments.
Sustainability. We believe that addressing sustainability by driving environmental efficiency through the implementation of
cost-effective design features and the use of carbon-free and renewable energy serves as a key differentiator enabling us to
deliver products that help attract and retain customers, generate cash flow, and manage operational risks. In 2024, for the eighth
consecutive year, we received the Nareit “Leader in the Light” award for data centers, recognizing our sustainability and energy-
efficiency achievements.
The Real Estate Sustainability Accounting Standard guidance, issued by the Sustainability Accounting Standards Board, outlines
proposed disclosure topics and accounting metrics for the real estate industry. We provide data on energy and water management
metrics that we believe best correlate with our business and industry as indicated in the following sections. Energy and water
data receive third party assurance as part of our annual environmental, social, and governance (“ESG”) report development
process.
Energy Management
a) 2023 Energy Data (1)
Energy Consumption
Data Coverage as %
of Floor Area
Total Energy
Consumed by
Portfolio Area with
Data Coverage
(MWh)(2)
Grid electricity
consumption as a %
of Energy
Consumption
Renewable Energy
as a % of Energy
Consumption(3)
Like-for-Like Change in
Energy Consumption for
Portfolio Area with Data
Coverage(4)
97%
11,368,215
97%
64%
9%
(1)
The most recent full year for which energy data is available is 2023. The scope of data coverage includes managed and non-managed
assets. In 2023, 99% of the Company’s portfolio consisted of data center space along with limited accessory uses, predominantly
office space. These secondary space types are not broken out by subsector.
(2)
The scope of energy includes energy purchased from sources external to the Company and its customers; energy produced by the
Company and its customers (i.e., self-generated); and energy from other sources, including direct fuel usage.
(3)
Provided as a percent of energy consumption for managed assets. Excludes renewable energy delivered as part of the standard utility
fuel mix. Includes above-baseline utility renewables (e.g., green tariffs), Energy Attribute Certificate (“EAC”) purchases, customer-
sourced renewable energy and EACs generated by the Company.
(4)
Scope of data is aligned with the 2023 GRESB Real Estate Assessment Reference Guide (“Like-for-like Comparison”).
a

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10
b) Sustainable Data Center Ratings
We seek to certify new construction and major redevelopment projects in accordance with recognized sustainable building
standards including the U.S. Green Building Council LEED rating system and the BREEAM rating scheme. We may also certify
certain properties in accordance with recognized sustainable operations standards. Our data center space receiving third-party
sustainable ratings in 2024 totaled 1.2 million square feet. We received the following sustainable data center ratings for the
following sites:
Data Center
Metropolitan Area
Rating System
Level Achieved
22588 Relocation Drive
Ashburn
LEED (1)
Gold
5870 NE Schaaf Street
Portland
LEED (1)
Silver
Calle Alfonso Gomez 4
Madrid
LEED (1)
Gold
Enceinte Portuaire—Building 4
Marseille
BREEAM (2)
Very Good
Ifestoy Street 72-74
Athens
LEED (1)
Gold
(1)
LEEDTM: Leadership in Energy and Environmental Design
(2)
BREEAM: Building Research Establishment Environmental Assessment Method
For existing buildings, we seek to benchmark 100% of applicable U.S. properties in ENERGY STAR Portfolio Manager and
pursue EPA ENERGY STAR certification for eligible U.S. properties. In 2024, we achieved ENERGY STAR for Data Centers
recognition for 39 data centers, representing 52% of our U.S. managed data center portfolio by square feet. We may also certify
certain properties outside the U.S. in accordance with regionally recognized energy performance rating standards, such as the
NABERS rating scheme in Australia, the Switzerland Data Center Efficiency Association rating scheme and others. In total, 37%
of our total global managed portfolio by square feet had an energy rating as of December 31, 2024, excluding Powered Base
Building® space, space under active development, space held for development and non-managed assets.
c) Energy management considerations
Energy and resource management considerations are integrated into our business decisions and strategy. For our operating
portfolio, annual capital expense investment planning identifies and evaluates resource efficiency project opportunities alongside
non-resource-impacting capital investments. For acquisitions and new development activity, resiliency risks, resource
availability, and renewable energy access are considered. Our design and construction process incorporates sustainable features
that support resource efficiency during construction as well as during the operational lifecycle of the sites.
We seek to proactively identify and support opportunities to efficiently utilize resources, such as energy and water, throughout
our operating portfolio. We set annual power usage effectiveness targets for assets. Forty-six of our data centers in EMEA
participate in the European Union’s Code of Conduct for Energy Efficiency in Data Centers, a voluntary initiative which
addresses airflow management, cooling system efficiency and capital plant replacement.
Globally, we conduct external technical building assessments as well as utilize ENERGY STAR Portfolio Manager scores to
prioritize efficiency opportunities. Energy efficiency measures typically affect building management systems, operational
practices, HVAC and lighting improvements and building commissioning. In 2023, energy efficiency measures implemented
totaled over 19,800MWh in projected energy saving.

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11
We set a global carbon reduction target that has been validated by the Science-Based Target Initiative to reduce our Scope 1 and
2 emissions 68% per square foot and Scope 3 emissions from purchased goods and services and fuel- and energy-related
activities 24% per square foot by 2030, from a 2018 baseline. In 2023, we showed a 38% reduction in Scope 1 and 2 emissions
and 58% reduction in Scope 3 emissions against our baseline. Additionally, we are a signatory to the EU Climate Neutral Data
Centre Pact, a Self-Regulatory Initiative committing to climate neutrality by 2030 and setting additional goals around energy
efficiency, carbon-free energy sourcing, water conservation and waste heat recycling. We continue to match the energy
consumption of our European portfolio and the U.S. colocation business unit with renewable energy. Our six operational U.S.
renewable energy purchase agreements produced 1,209 GWh of renewable energy credits in 2023.
We implement ISO 14001 (Environmental Management) and ISO 50001 (Energy Management) to measure, manage and
improve the energy and environmental performance of our data centers. In 2023, 49% of our global portfolio had ISO 14001
certifications and 31% of our global portfolio was covered under ISO 50001. Additionally, 100% of our Singapore portfolio was
certified under the SS564 Green Data Centres standard for Energy and Environmental Management Systems.
Water Management
a) 2023 Water Data (1)
Water
Withdrawal Data
Coverage as % of
Floor Area
% of Floor Area with
40% or Greater
Baseline Water
Stress (2)
Total Water
Withdrawn by
Portfolio Area with
Data Coverage (cubic
meters, in
thousands) (3)
% of Water
Withdrawn with
40% or Greater
Baseline Water
Stress (2)
Like-for-Like Change in
Water Withdrawals (4)
92%
15%
5,685
12%
18%
(1)
The most recent full year for which water data is available is 2023. The scope of data coverage includes managed and non-managed
assets. The scope of water withdrawals is aligned with the 2023 GRESB Real Estate Assessment Reference Guide. In 2023, 99% of
the Company’s portfolio consisted of data center space along with limited accessory uses, predominantly office. These secondary
space types are not broken out by subsector.
(2)
Based on properties classified as High or Extremely High Baseline Water Stress determined by the World Resources Institute’s Water
Risk Atlas tool, Aqueduct. Includes properties that have complete water withdrawal data coverage.
(3)
The scope of water consumed includes potable water and non-potable water purchased from third-party suppliers and water reused.
(4)
Scope of data is aligned with the 2023 GRESB Real Estate Assessment Reference Guide (“Like-for-like Comparison”).
b) Water Management Risks and Mitigation Strategies
Our global water strategy addresses the strategic role that water plays in our operations and regions where water quality and 
scarcity pose the greatest interruption risk to our business.  Some of our assets are in regions of high or extremely high baseline 
water stress and may face future risk of water scarcity, higher water costs, and regulatory constraints on water consumption. We 
consider water availability, cost, and alternate supply solutions to potable water such as municipally supplied non-potable water, 
which accounted for 43% of our total water usage in 2024. We also consider cooling system designs to maximize ‘free cooling’ 
and reduce or eliminate reliance on water for cooling.
Climate Change Adaptation
a) Properties exposed in 100-Year Flood Plains
Two U.S. data centers totaling approximately 0.5 million square feet are exposed to 100-year flood zones designated by the U.S.
Federal Emergency Management Agency as special flood hazard areas. An additional three properties in Europe totaling
approximately 0.1 million square feet are exposed to 100-year flood zones.

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12
b) Climate Change Risks and Mitigation Strategies
We evaluate potential risks and opportunities as a result of climate change and have implemented strategies to mitigate risks and
capitalize on opportunities. Climate change risks that we have identified include acute and chronic physical risks, as well as
transition risks such as market, policy, reputational, and technology risks. Management of climate-related risks and opportunities
is a company-wide effort, delivered through an interdisciplinary effort with contributions from our global operations team, risk
management, environmental occupational health and safety, compliance, information security, physical security and other
functions, with oversight by our executive management team and governed by our Board of Directors. We manage potential risks
first via our siting and design standards, then by implementing recommendations to proactively mitigate losses related to short-
term acute weather events as well as long-term climate-related changes. Climate resilience measures include maintaining
appropriate levels of insurance for each asset, performing climate risk scenario analyses for a selection of our global portfolio,
and implementing operational risk reduction measures at the site level. We continue to align our ESG Report with the
recommendations of the Task Force on Climate-related Financial Disclosures to disclose specific climate-related financial risks
and opportunities, mitigation strategies, and associated metrics and targets.
Competition
We compete with numerous data center providers globally, many of whom own or operate properties similar to ours in some of
the same metropolitan areas where our data centers are located, including Equinix, Inc. and NTT; various private operators in the
U.S.; as well as Global Switch Holdings Limited and various regional operators in Europe, Asia, Latin America, Africa and
Australia. See "We face significant competition, which may adversely affect the occupancy and rental rates of our data centers."
in Item 1A. Risk Factors.
Regulation
General
Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas. We
believe each of our properties as of December 31, 2024 has the necessary permits and approvals to operate.
Americans with Disabilities Act
Our properties must comply with Title III of the Americans with Disabilities Act of 1990, or the ADA, to the extent that such
properties are “public accommodations” as defined by the ADA. We believe our properties are in substantial compliance with the
ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA.
However, non-compliance with the ADA could result in imposition of fines or an award of damages to private litigants. The
obligation to make accommodations in accordance with the ADA, as well as other applicable laws and regulations is an ongoing
one, and we will continue to assess our properties and make alterations as appropriate in this respect. See “We may incur
significant costs complying with applicable laws and governmental regulations, including the Americans with Disabilities Act.”
in Item 1A. Risk Factors.
Environmental Matters
We are exposed to various environmental risks that may result in unanticipated losses and could affect our operating results and
financial condition. Either the previous owners or we have conducted environmental reviews on a majority of the properties we
have acquired, including land. While some of these assessments have led to further investigation and sampling, none of the
environmental assessments have revealed an environmental liability that we believe would have a material adverse effect on our
business, financial condition or results of operations. See "We could incur significant costs related to environmental matters,
including from government regulation, private litigation, and existing conditions at some of our properties." in Item 1A. Risk
Factors for further discussion.

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13
Climate Change Legislation
There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global
climate issues. Climate change effects, if they occur, and governmental initiatives, laws and regulations to address potential
climate concerns, could increase our costs and have a long-term adverse effect on our business and results of operations. Future
legislation or regulatory activity in this area remains uncertain, and its effect on our operations is unclear at this time. See "We
could incur significant costs related to environmental matters, including from government regulation, private litigation, and
existing conditions at some of our properties." in Item 1A. Risk Factors for further discussion.
Insurance
We carry commercial general liability, property and business interruption insurance, and other insurance coverage on all of the 
properties in our portfolio. We select coverages, policy specifications and insured limits which we believe to be appropriate 
given the relative risk of loss, the cost of coverage, and industry practice. Insurance is maintained through a combination of 
commercial insurance, self-insurance and wholly-owned captive insurance entity. We believe the properties in our portfolio are 
adequately insured. We do not carry insurance for generally uninsured exposures such as loss from war or nuclear reaction. In 
addition, we carry earthquake insurance on our properties in an amount and with deductibles we believe are commercially 
reasonable.  See “Potential losses may not be covered by insurance.” in Item 1A. Risk Factors.
Human Capital Resource Management
As of December 31, 2024, we had 3,936 full-time employees. The geographic distribution of our global employee base as of
December 31, 2024 is summarized in the following table.
Region
    
North America
 
 1,781
EMEA
 
 1,922
Asia Pacific
 
 233
Total
 
 3,936
Compensation, Benefits and Employee Wellbeing
To attract and retain the best-qualified talent and to help our employees maintain healthy and balanced lives, and meet their
financial and retirement goals, we offer market-competitive compensation and competitive benefits, including healthcare,
vacation benefits, parental leave, 401(k)/pension company match, an employee stock purchase plan, fitness reimbursement
program, commuter benefits, tuition reimbursement, employee skills development and leadership development. Employee
surveys are conducted annually to solicit feedback and to help prioritize and improve employee engagement.
We also encourage our employees to give back to the community by matching their contributions to eligible charitable
organizations through our Matching Gifts Program. Additionally, our Donate 8 Program grants paid time off each year to
employees for the purpose of volunteering for eligible organizations.
We prioritize providing programs and benefits that promote healthy and productive lifestyles. We offer a company-wide wellness
program that invests in the health, fitness, financial wellness and overall quality of life for our employees through education,
challenges, incentives and reimbursements.
During 2024, we sought to play an active role in supporting the communities we operate in across North America, EMEA and
APAC. This included companywide giving focused on our areas of philanthropic focus (disaster relief, STEM education and
sustainability).

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Workplace Belonging
It is our Company’s policy to recruit talent based on merit, without discrimination on the basis of any legally protected 
characteristic. Digital Realty’s Together@Digital workplace program aims to unlock innovation, enhance decision-making, 
attract top talent and better serve our customers.  Together@Digital also runs a philanthropic program with charitable giving to 
non-profit groups that support a range of programs from veterans to cultural institutions.   
In 2023, we published our EEO-1 report, providing transparency on the racial and gender composition of our U.S. workforce.
We disclose our inclusion strategy and initiatives annually in our ESG Report.
Available Information
All reports we file with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. We will also
provide copies of our Forms 8-K, Forms 10-K, Forms 10-Q, Proxy Statements and amendments to those documents at no charge
to investors upon request and make electronic copies of such reports available through our website at www.digitalrealty.com as
soon as reasonably practicable after filing such material with the SEC. The information found on, or otherwise accessible
through, our website is not incorporated by reference into, nor does it form a part of, this report or any other document that we
file with the SEC.
Offices
We have regional U.S. offices in Boston, Chicago, Dallas, Los Angeles, New York, Northern Virginia and San Francisco and
regional international offices in Amsterdam, Dublin, London, Singapore, Sydney, Tokyo and Hong Kong.
Reports to Security Holders
Digital Realty Trust, Inc. is required to send an annual report to its securityholders and to our Operating Partnership’s
unitholders.
ITEM 1A.      RISK FACTORS
For purposes of this section, the term “stockholders” means the holders of shares of Digital Realty Trust, Inc.’s common stock
and preferred stock. Set forth below are the risks that we believe are material to Digital Realty Trust, Inc.’s stockholders and
Digital Realty Trust, L.P.’s unitholders. You should carefully consider the following factors in evaluating our Company, our
properties and our business. The occurrence of any of the following risks might cause Digital Realty Trust, Inc.’s stockholders
and Digital Realty Trust, L.P.’s unitholders to lose all or a part of their investment. Some statements in this report, including
statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Forward-
Looking Statements” starting on page 46.
Overview
Our business, operations and financial results are subject to various risks and uncertainties, including those described below, that
could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common
stock and preferred stock. The following material factors, among others, could cause our actual results to differ materially from
historical results and those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press
releases, communications with investors and oral statements. The risks that we describe in our public filings are not the only
risks that we face. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, also
may materially adversely affect our business, financial condition, and results of operations.
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect our business, operations and financial results.

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Risk Related to Our Business and Operations
●
Our business depends upon the demand for data centers.
●
We depend upon third-party suppliers for power and we are vulnerable to service failures and price increases by such
suppliers and to volatility in the supply and price of power in the open market.
●
We face significant competition, which may adversely affect the occupancy and rental rates of our data centers.
●
Any failure of our physical or information technology or operational technology infrastructure or services could lead to
significant costs and disruptions.
●
We and our third-party providers are vulnerable to cyberattacks and security breaches that could materially disrupt or
compromise our operations, data and results.
●
We depend on significant customers, and many of our data centers are single-tenant properties or are currently occupied
by single tenants.
●
Failure to attract, grow and retain a diverse and balanced customer base, including key magnet customers, could harm
our business and operating results.
●
Our contracts with our customers could subject us to significant liability.
●
Certain of our customer agreements may include restrictions on the sale of our properties to certain third parties, which
could have a material adverse effect on us.
●
Our data centers may not be suitable for re-leasing without significant expenditures or renovations.
●
We may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire.
●
Even if we have additional space available for lease at any one of our data centers, our ability to lease this space to
existing or new customers could be constrained by our ability to provide sufficient electrical power.
●
Our portfolio depends upon local economic conditions and is geographically concentrated in certain locations.
●
Our business and operations, and our customers, suppliers and business partners may be adversely affected by
epidemics, pandemics or other outbreaks.
●
We lease or sublease certain of our data center space from third parties and the ability to retain these leases or subleases
could be a significant risk to our ongoing operations.
●
We and our customers may experience supply chain or procurement disruptions, or increased supply chain costs, which
may lead to delays.
●
We may not be able to adapt to changing technologies and customer requirements, and our data center infrastructure
may become obsolete.
●
We depend on third parties to provide network connectivity to the customers in our data centers and any delays or
disruptions in connectivity may materially adversely affect our operating results and cash flow.
●
Our international activities, including acquisition, ownership and operation of data centers located outside of the United
States, subject us to risks different than those we face in the United States and we may not be able to effectively
manage our international business.
●
Our recent acquisitions may not achieve the intended benefits or may disrupt our plans and operations.
●
We may be subject to unknown or contingent liabilities related to our recent acquisitions, for which we may have no or
limited recourse against the sellers.
●
Joint venture (JV) investments could be adversely affected by our lack of sole decision-making authority, our reliance
on our JV partners’ financial condition and disputes between us and our JV partners.
●
Any delays or unexpected costs in the development of our existing space and developable land and new properties
acquired for development may delay and harm our growth prospects, future operating results and financial condition.
●
Many of our costs, such as operating and general and administrative expenses, interest expense and real estate
acquisition and construction costs, could be adversely impacted by periods of heightened inflation.
●
We have substantial debt and face risks associated with the use of debt to fund our business activities, including
refinancing and interest rate risks.
●
Our growth depends on external sources of capital which are outside of our control.
●
Declining real estate valuations, impairment charges and illiquidity of real estate investments could adversely affect our
earnings and financial condition.
●
Our success depends on key personnel whose continued service is not guaranteed.
●
We may have difficulty managing our growth.

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●
Potential losses may not be covered by insurance.
●
We could incur significant costs related to environmental matters, including from government regulation, private
litigation, and existing conditions at some of our properties.
●
We may incur significant costs complying with applicable laws and governmental regulations, including the Americans
with Disabilities Act.
●
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal
control over financial reporting.
Risks Related to the Organizational Structure
●
The interests of Digital Realty Trust, Inc.’s stockholders may conflict with the interests of Digital Realty Trust, L.P.’s
unitholders.
●
Digital Realty Trust, Inc.’s charter, Digital Realty Trust, L.P.’s partnership agreement and Maryland law contain
provisions that may delay, defer or prevent a change of control transaction.
●
The conversion rights of Digital Realty Trust, Inc.’s preferred stock may be detrimental to holders of Digital Realty
Trust, Inc.’s common stock.
●
Digital Realty Trust, Inc.’s rights and the rights of its stockholders to take action against its directors and officers are
limited.
Risks Related to Taxes and Digital Realty Trust, Inc.’s Status as a REIT
●
Failure to qualify as a REIT would have significant adverse consequences to Digital Realty Trust, Inc. and its
stockholders and to Digital Realty Trust, L.P. and its unitholders.
●
In certain circumstances, Digital Realty Trust, Inc. may be subject to federal and state taxes as a REIT, which would
reduce its cash available for distribution to its stockholders.
●
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
●
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which
would be treated as sales for U.S. federal income tax purposes.
●
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise
attractive investments.
●
The power of Digital Realty Trust, Inc.’s Board of Directors to revoke Digital Realty Trust, Inc.’s REIT election
without stockholder approval may cause adverse consequences to Digital Realty Trust, Inc.’s stockholders and Digital
Realty Trust, L.P.’s unitholders.
●
If Digital Realty Trust, L.P. were to fail to qualify as a partnership for U.S. federal income tax purposes, Digital Realty
Trust, Inc. would fail to qualify as a REIT and suffer other adverse consequences.
●
Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business.
●
Changes in U.S. or foreign tax laws and regulations, including changes to tax rates, legislation and other actions may
adversely affect our results of operations, our stockholders, Digital Realty Trust, L.P.’s unitholders and us.
Risks Related to Our Business and Operations
Our business depends upon the demand for data centers.
We are in the business of owning, acquiring, developing and operating data centers. A reduction in the demand for data center
space, power or connectivity would have a greater adverse effect on our business and financial condition than if we owned a
portfolio with a less specialized use. Our substantial development activities make us particularly susceptible to general economic
slowdowns as well as adverse developments in the data center, Internet and data communications and broader technology
industries. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for data
center space. Reduced demand could also result from business relocations, including to metropolitan areas that we do not
currently serve. Changes in industry practice or in technology could also reduce demand for the physical data center space we
provide. In addition, our customers may choose to develop new data centers or expand their own existing data centers or
consolidate into data centers that we do not own or operate, which could reduce demand for our newly developed data centers or
result in the loss of one or more key customers. If any of our key customers were to do so, it could result in a loss of business to
us or put pressure on our pricing. Mergers

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17
or consolidations of technology companies could reduce further the number of our customers and potential customers and make
us more dependent on a more limited number of customers. If our customers merge with or are acquired by other entities that are
not our customers, they may discontinue or reduce the use of our data centers in the future. Our financial condition, results of
operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially
adversely affected as a result of any or all of these factors.
We depend upon third-party suppliers for power and we are vulnerable to service failures and price increases by such
suppliers and to volatility in the supply and price of power in the open market.
We rely on third parties to provide power to our data centers, and we cannot ensure that these third parties will deliver such
power in adequate quantities, at acceptable levels of power quality, or on a consistent basis. We are also reliant on third parties to
deliver additional power capacity to support the growth of our business. If the amount of power available to us is inadequate to
support our customer requirements, we may be unable to satisfy our obligations to our customers or grow our business. In
addition, our data centers may be susceptible to power shortages and planned or unplanned outages caused by these shortages.
Power outages may last beyond our backup and alternative power arrangements, which would harm our customers and our
business. Any loss of services or equipment damage could adversely affect both our ability to generate revenues and our
operating results, harm our reputation and potentially lead to customer disputes or litigation.
In addition, we may be subject to risks and unanticipated costs associated with obtaining power from various utility companies.
Utilities that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, such as
natural gas, coal or nuclear. In addition, the price of these fuels and the total cost of delivered electricity could increase as a result
of: regulations intended to regulate carbon emissions and other pollutants, ratepayer surcharges related to recovering the cost of
extreme weather events and natural disasters, geopolitical conflicts, military conflicts, grid modernization charges, renewable
energy adoption, as well as other charges borne by ratepayers. Increases in the cost of power at any of our data centers could put
those locations at a competitive disadvantage relative to data centers that are supplied power at a lower price.
We have also entered into power purchase agreements with contract terms ranging from 5-20 years. These agreements require us
to purchase renewable energy and/or environmental attribute certificates from producers at fixed prices over the terms of the
contracts, subject to certain adjustments. In the event that the market price for energy decreases, we may be required to pay more
under the power purchase agreements than we would otherwise if we were to purchase environmental attribute certificate on the
open market, which could adversely affect our results of operations. Additionally, interruptions in the operations of one or more
of the suppliers under these agreements, as a result of extreme weather events, natural disasters or otherwise, could negatively
impact the quantity of renewable energy credits delivered to us.
Disruptions in the oil and gas and electric power markets have caused, and could continue to cause, significant increases in
energy prices, which could have a material effect on our business. Additional potential sanctions and penalties have been
implemented and/or threatened against Russia, a major supplier of natural gas to Europe, and Russia has in turn threatened to
curtail gas exports to Europe. Some of our data centers in Europe could be affected adversely if Russia further curtails or ends
gas exports to Europe.
We face significant competition, which may adversely affect the occupancy and rental rates of our data centers.
We compete with numerous data center providers globally, many of whom own or operate properties similar to ours in some of
the same metropolitan areas where our data centers are located, including Equinix, Inc. and NTT; various private operators in the
U.S.; as well as Global Switch Holdings Limited and various regional operators in Europe, Asia, Latin America, Africa and
Australia. In addition, we may in the future face competition from new entrants into the data center market, including new
entrants who may acquire our current competitors. Some of our competitors and potential competitors have significant
advantages over us, including greater name recognition, longer operating histories, pre-existing relationships with current or
potential customers, significantly greater financial, marketing and other resources and more ready access to capital which allow
them to respond more quickly to new or changing opportunities.
If our competitors offer space that our customers or potential customers perceive to be superior to ours based on factors such as
available power, security, location, or connectivity, or if they offer rental rates below current market rates, or below the rental
rates we are offering, we may lose customers or potential customers or be required to incur costs to

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improve our data centers or reduce our rental rates. In addition, many of our competitors have developed and continue to develop
additional data center space. If the supply of data center space continues to increase as a result of these activities or otherwise,
rental rates may be reduced or we may face delays in leasing or be unable to lease our vacant space, including space that we
develop. Further, if customers or potential customers desire services that we do not offer, we may not be able to lease our space
to those customers. Our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy
our debt service obligations could be materially adversely affected as a result of any or all of these factors.
Any failure of our physical or information technology or operational technology infrastructure or services could lead to
significant costs and disruptions.
Our business depends on providing customers with highly reliable services, including with respect to power supply, physical
security, cybersecurity, and maintenance of environmental conditions. We may fail to provide such services because our
operations are vulnerable to, among other things, mechanical or telecommunications failure, power outage, human error,
physical or electronic security breaches, cyberattacks, war, terrorism, fire, earthquake, pandemics, hurricane, flood and other
natural disasters, sabotage and vandalism.
Substantially all of our customer agreements include terms requiring us to meet certain service level commitments. A failure to
meet these or other commitments or equipment damage in our data centers could subject us to contractual liability, including
service level credits against customer rent payments, legal liability and monetary damages, regulatory sanctions, or, in certain
cases of repeated failures, the right by the customer to terminate the agreement. Service interruptions, equipment failures or
security breaches could also materially impact our brand and reputation globally and lead to customer contract terminations or
non-renewals and an inability to attract customers in the future.

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We and our third-party providers are vulnerable to cyberattacks and security breaches that could materially disrupt or
compromise our operations, data and results.
We rely on computer systems, hardware, software, online sites and networks, as well as physical, digital and operational
technology infrastructure to support our internal and external operations (collectively, “Information Systems”). We own, operate,
and manage complex, global Information Systems and also rely on third-party providers for a range of Information Systems and
other products and services, such as cloud computing. We face evolving risks that threaten the confidentiality, integrity, and
availability of Information Systems and data, including from state-sponsored espionage actors, financially motivated hackers,
hacktivists and insiders, as well as through diverse attack vectors, such as social engineering/phishing, malware (including
ransomware), human or technological error, or due to “bugs,” misconfigurations and known and unknown vulnerabilities in
hardware, software, systems and processes that support our business.
Unauthorized access to our or customers’ physical assets or Information Systems, misappropriation of our or customers’ sensitive
or proprietary information, or disruptions to our or customers’ operations as a result of attacks, breaches or disruptions to our, or
any providers’ or customers’, Information Systems or controls could lead to material breaches of legal and regulatory (e.g.,
privacy laws such as GDPR) or contractual obligations, and/or other operational and business impacts. The foregoing could
expose us to material lawsuits, regulatory actions, penalties or fines, monetary damages, loss of existing or potential customers,
harm to our reputation and significant increases in our security and insurance costs, and other adverse effects on our business and
results.
We regularly experience cyberattacks and security incidents, and we expect such attacks and incidents to continue in the future.
For example, we have experienced, and may in the future experience, sophisticated social engineering/phishing attacks that
involve unauthorized access to our information. While to date no attacks or incidents have materially impacted us, we cannot
guarantee that any incidents will not materially impact us or that material incidents will not occur in the future. There can also be 
no assurance that our cybersecurity risk management processes will be fully implemented as currently anticipated, complied with 
or effective in protecting our or our customers’ Information Systems and data, particularly because threat actors are increasingly 
sophisticated and using tools such as artificial intelligence that circumvent controls and evade detection, making mitigation and 
recovery challenging and uncertain.  
Although our customers maintain computing equipment in our facilities, we generally do not have access to, nor knowledge of, 
what applications or data are stored or processed on such equipment.   For some customers, we provide digital infrastructure and 
platforms-as-a-service, which increases the risk of compromise to customer data, and we have been expanding these aspects of 
our business globally.  
Regulators around the world are increasingly focusing on, and investigating, cybersecurity matters.  For example, as we 
disclosed in our Quarterly Report on Form 10-Q filed on November 9, 2023, the Division of Enforcement of the U.S. Securities 
and Exchange Commission (SEC) is conducting an investigation into the adequacy of our disclosures of cybersecurity risks and 
our related disclosure controls and procedures. We are cooperating with the SEC and are not aware of any cybersecurity issue or 
event that caused the Staff to open this matter. Responding to an investigation of this type can be costly and time-consuming. 
While we are unable to predict the likely outcome of this matter or the potential cost or exposure or duration of the process, 
based on the information we currently possess, we do not expect the total potential cost to be material to our financial condition. 
If the SEC believes that violations occurred, it could seek remedies including, but not limited to, civil monetary penalties and 
injunctive relief, and/or file litigation against the Company.

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We have made, and expect to continue to make, investments to update and modernize both existing and newly acquired 
Information Systems.  We have ongoing acquisitions and investment activity, including through the formation of joint ventures.   
For example, we have acquired and invested in, and continue to acquire and invest in, businesses and operations (including joint 
ventures) around the world, including in new regions with complex and evolving regulatory frameworks and differing risk 
profiles, and including in and with companies that have cybersecurity vulnerabilities and security measures which may be less 
robust than our existing Information Systems, which increases our cybersecurity risks.  In addition, transitioning to new or 
upgraded Information Systems, and integrating acquired Information Systems and data, creates challenges, causes disruption to 
current processes, governance and structures, and can increase our cybersecurity vulnerabilities and costs to mitigate and 
remediate such vulnerabilities. Given the nature of complex systems, software and services like ours, and the scanning tools that 
we deploy across our networks and products, we regularly identify and track security vulnerabilities.  However, certain 
vulnerabilities may not be discovered, and not all vulnerabilities may be remediated in a timely manner. Further, cybersecurity 
governance with respect to our joint ventures may be more complex due to the necessary interactions and oversight of multiple 
joint venture partners and their respective governing bodies.  Difficulties in implementing new, upgraded, and/or acquired 
Information Systems or significant failures, delays, or other inability to modify and respond to changes in our or our customers’ 
business and cybersecurity needs could adversely affect our results.
We depend on significant customers, and many of our data centers are single-tenant properties or are currently occupied
by single tenants.
As of December 31, 2024, the 20 largest customers in our portfolio represented approximately 51% of the total annualized
recurring revenue generated by our properties. Our top three customers represented approximately 23% of the total annualized
recurring revenue generated by our properties as of December 31, 2024. In addition, 31 of our 308 data centers are occupied by
single customers, including data centers occupied solely by our top three customers. Many factors, including global economic
conditions, may cause our customers to experience a downturn in their businesses or otherwise experience a lack of liquidity,
which may weaken their financial condition and impact our estimates as to the probability of collectability of payments, and
ultimately result in their failure to make timely rental and other payments or their default under their agreements with us.
Further, the development of new technologies, the adoption of new industry standards or other factors could render many of our
customers’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby
increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy. If any customer defaults or
fails to make timely rent or other payments, we may experience delays in enforcing our rights as landlord and may incur
substantial costs in protecting our investment, which could adversely affect our financial condition and results of operations.
If any customer becomes a debtor in a case under the U.S. Bankruptcy Code, we cannot evict the customer solely because of the
bankruptcy. In addition, the bankruptcy court might authorize the customer to reject and terminate its contracts with us. Our
claim against the customer for unpaid, future rent and other payments would be subject to a statutory cap that might be
substantially less than the remaining amounts actually owed under their agreements with us. In either case, our claim for unpaid
rent and other amounts would likely not be paid in full. Our revenue and cash available for distribution could be materially
adversely affected if any of our significant customers were to become bankrupt or insolvent, suffer a downturn in their
businesses, fail to renew their contracts or renew on terms less favorable to us than their current terms. As of February 18, 2025,
we had no material customers in bankruptcy.
Failure to attract, grow and retain a diverse and balanced customer base, including key magnet customers, could harm
our business and operating results.
Our ability to attract, grow and retain a diverse and balanced customer base, consisting of enterprises, cloud service providers,
network service providers, and digital economy customers, some of which we consider to be key magnets drawing in other
customers, may affect our ability to maximize our revenues. Dense and desirable customer concentrations within a facility
enable us to better generate significant interconnection revenues, which in turn increases our overall revenues. Our ability to
attract customers to our data centers will depend on a variety of factors, including our product offerings, the presence of carriers,
the overall mix of customers, the presence of key customers attracting business through ecosystems, the data center’s operating
reliability and security and our ability to effectively market our product offerings. Our inability to develop, provide or effectively
execute any of these factors may hinder the development, growth and retention of a diverse and balanced customer base and
adversely affect our business, financial condition and results of operations.

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Our contracts with our customers could subject us to significant liability.
In the ordinary course of business, we enter into agreements with our customers pursuant to which we provide data center space,
power, environmental controls, physical security and connectivity products to our customers. These contracts typically contain
indemnification and liability provisions, in addition to service level commitments, which could potentially impose a significant
cost on us in the event of losses arising out of certain breaches of such agreements, services to be provided by us or our
subcontractors or from third-party claims. Customers increasingly are looking to pass through their regulatory obligations and
other liabilities to their outsourced data center providers and we may not be able to limit our liability or damages in an event of
loss suffered by such customers whether as a result of our breach of an agreement or otherwise. Further, liabilities and standards
for damages and enforcement actions, including the regulatory framework applicable to different types of losses, vary by
jurisdiction, and we may be subject to greater liability for certain losses in certain jurisdictions. Additionally, in connection with
our acquisitions, we have assumed existing agreements with customers that may subject us to greater liability for such an event
of loss. If such an event of loss occurred, we could be liable for material monetary damages and could incur significant legal fees
in defending against such an action, which could adversely affect our financial condition and results of operations.
Certain of our customer agreements may include restrictions on the sale of our properties to certain third parties, which
could have a material adverse effect on us.
Certain of our customer agreements may prohibit us from selling certain properties to a third party unless specified conditions
are met. The existence of such restrictions could hinder our ability to sell one or more of these properties, which could materially
adversely affect our business, financial condition and results of operations.
Our data centers may not be suitable for re-leasing without significant expenditures or renovations.
Because many of our data centers contain tenant improvements installed at our customers’ expense, they may be better suited for
a specific data center user or technology industry customer and could require significant modification in order for us to re-lease
vacant space to another data center user or technology industry customer. The tenant improvements may also become outdated or
obsolete as the result of technological change, the passage of time or other factors. In addition, our development space will
generally require substantial improvement to be suitable for data center use. For the same reason, our properties also may not be
suitable for leasing to traditional office customers without significant expenditures or renovations.
As a result, we may be required to invest significant amounts or offer significant discounts to customers in order to lease or re-
lease that space, either of which could adversely affect our financial and operating results.
We may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire.
At December 31, 2024, we owned approximately 8.9 million square feet of space under active development and
approximately 4.7 million square feet of space held for future development. We intend to continue to add new space to our
development inventory and to continue to develop additional space from this inventory. A portion of the space that we develop
has been, and may continue to be, developed on a speculative basis, meaning that we do not have a signed customer agreement
for the space when we begin the development process. We also develop space specifically for customers pursuant to agreements
signed prior to beginning the development process. In those cases, if we fail to meet our development obligations under those
agreements, these customers may be able to terminate the agreements and we would be required to find a new customer for this
space. In addition, in certain circumstances we lease data center facilities prior to their completion. If we fail to complete the
facilities in a timely manner, the customer may be entitled to terminate its agreement, seek damages or penalties against us or
pursue other remedies and we may be required to find a new customer for the space. We cannot assure you that once we have
developed space or land we will be able to successfully lease it at all, or at rates we consider favorable or expected at the time we
commenced development. Further, once development of a data center facility is complete, we incur certain operating expenses
even if there are no customers occupying any space. If we are not able to complete development in a timely manner or
successfully lease the space that we develop, if development costs are higher than we currently estimate, or if rental rates are
lower than expected when we began the project or are otherwise undesirable, our financial condition, results of operations, cash
flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.
In addition, as of December 31, 2024, customer agreements representing 23.3% of the square footage of the properties in

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our portfolio, excluding month-to-month leases and space held for development, were scheduled to expire through 2026, and an
additional 17.2% of the net rentable square footage, excluding space held for development, was available to be leased. Some of
this space may require substantial capital investment to meet the power and cooling requirements of our customers, or may no
longer be suitable for their needs. In addition, we cannot assure you that customer agreements will be renewed or that our
properties will be re-leased at all, or at net effective rental rates equal to or above the current average net effective rental rates. If
the rental rates for our properties decrease, our existing customers do not renew their agreements, we do not lease or re-lease our
available space, including newly developed space and space for which customer agreements are scheduled to expire, or it takes
longer for us to lease or re-lease this space or for rents to commence on this space, our financial condition, results of operations,
cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.
Additionally, a customer’s decision to lease space and power in one of our data centers and to purchase additional products
typically involves a significant commitment of resources and due diligence on the part of our customers regarding the adequacy
of our facilities. As a result, the leasing of data center space can have a long sales cycle, and we may expend significant time and
resources in pursuing a particular transaction that may not result in revenue. Economic conditions, including market downturns,
may further impact this long sales cycle by making it difficult for customers to plan future business activities, which could cause
customers to slow spending or delay decision-making. Our inability to adequately manage the risks associated with the sales
cycle may adversely affect our business, financial condition and results of operations.
Even if we have additional space available for lease at any one of our data centers, our ability to lease this space to
existing or new customers could be constrained by our ability to provide sufficient electrical power.
As current and future customers increase their power footprint in our data centers over time, the corresponding reduction in
available power could limit our ability to increase occupancy rates or network density within our existing data centers.
Furthermore, at certain of our data centers, our aggregate maximum contractual obligation to provide power and cooling to our
customers may exceed the physical capacity at such data centers if customers were to quickly increase their demand for power
and cooling. If we are not able to increase the available power and/or cooling or move the customer to another location within
our data centers with sufficient power and cooling to meet such demand, we could lose the customer as well as be exposed to
liability under our customer agreements. In addition, our power and cooling systems are difficult and expensive to upgrade,
especially as we design our data centers to the specifications of new and evolving technologies, such as Artificial Intelligence
(“AI”), which are more power-intensive. Accordingly, we may not be able to efficiently upgrade or change these systems to meet
new demands without incurring significant costs that we may not be able to pass on to our customers. Any such material loss of
customers, liability or additional costs could adversely affect our business, financial condition and results of operations.

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Our portfolio depends upon local economic conditions and is geographically concentrated in certain locations.
Our portfolio is located in 60 metropolitan areas. As of  December 31, 2024, our portfolio, including the 78 data centers held as
investments in unconsolidated entities, was geographically concentrated in the following metropolitan areas:
    
Percentage of
December 31, 2024
Metropolitan Area
Total annualized rent (1)
Northern Virginia
 
 19.6 %
Chicago
 
 7.7 %
Frankfurt
 
 5.9 %
Dallas
 
 5.3 %
London
 
 5.0 %
Singapore
 
 4.6 %
New York
 4.4 %
Amsterdam
 
 4.0 %
Silicon Valley
 
 4.0 %
Sao Paulo
 
 3.9 %
Portland
 
 3.4 %
Johannesburg
 
 3.2 %
Paris
 
 2.9 %
Tokyo
 
 2.0 %
Phoenix
 1.7 %
Other
 
 22.4 %
Total
 
 100.0 %
(1) Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of
December 31, 2024 multiplied by 12. Includes consolidated portfolio and unconsolidated entities at the entities’ 100%
ownership level. The aggregate amount of abatements for the year ended December 31, 2024 was approximately $44.3
million.
Some of these areas have experienced downturns in recent years. We depend upon the local economic conditions in these areas,
including local real estate conditions, and our operations, revenue and cash available for distribution could be materially
adversely affected by a downturn in local economic conditions in these areas. Our operations may also be affected if too many
competing properties are built in any of these areas or supply otherwise increases or exceeds demand. We cannot assure you that
these locations will grow or will remain favorable to data center investments or operations. In addition, we are currently
developing data centers in certain of these metropolitan areas. Any negative changes in real estate, technology or economic
conditions in these metropolitan areas in particular could negatively impact our performance.
Our business and operations, and our customers, suppliers and business partners may be adversely affected by
epidemics, pandemics or other outbreaks.
Epidemics, pandemics or other outbreaks of an illness, disease or virus that affect countries or regions in which we or our
customers, suppliers or business partners operate, and actions taken to contain or prevent their further spread, may have a
material and adverse impact on general commercial activity and on our financial condition, results of operations, liquidity and
creditworthiness. Epidemics, pandemics or other outbreaks of an illness, disease or virus could result in significant governmental
measures being implemented to control the spread of such illness, disease or virus, including quarantines, travel restrictions,
manufacturing restrictions, declarations of states of emergency, business shutdowns, prioritization and allocation of resources,
and restrictions on the movement of our employees and those of our customers, suppliers and business partners on which we
rely, which could adversely affect our ability and their respective abilities to adequately manage our respective businesses. Risks
related to epidemics, pandemics or other outbreaks of an illness, disease or virus could also lead to the complete or partial
closure of one or more of our offices or properties or our

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customers’, suppliers’ or business partners’ businesses, or otherwise result in significant disruptions to our business and
operations or theirs. Such events could materially and adversely impact our operations and the rental revenue we generate from
our agreements with our customers or could result in defaults by our customers.
We cannot predict the full extent of the impact that the epidemics, pandemics and other global events will have on our
customers, suppliers and other business partners; however, any material effect on these parties could adversely impact us, our
future financial condition, results of operations and cash flows. The full extent to which epidemics, pandemics and the various
responses to such events impact our business, operations and financial results will depend on numerous evolving factors that we
may not be able to accurately predict, including: the duration and scope of such event; governmental, business and individuals’
actions that have been and continue to be taken in response to such event; the availability of and cost to access the capital
markets; the effect on our customers and customer demand for and ability to pay for our services; the impact on our development
projects; and disruptions or restrictions on our employees’ ability to work and travel.
We lease or sublease certain of our data center space from third parties and the ability to retain these leases or subleases
could be a significant risk to our ongoing operations.
We do not own all the buildings in our portfolio. These leased buildings accounted for approximately 14% of our total revenue
for the year ended December 31, 2024. In addition, we may acquire additional leased data center space or businesses that lease
facilities instead of owning them. Our business could be harmed if we are unable to renew the leases for these data centers on
favorable terms or at all. Additionally, in several of our smaller facilities we sublease our space, and our rights under these
subleases are dependent on our sublandlord retaining its rights under the prime lease. When the initial terms of our existing
leases expire, we generally have the right to extend the terms of our leases for one or more renewal periods, subject to, in the
case of several of our subleases, our sublandlord renewing its term under the prime lease. If renewal rates are less favorable than
those we currently have, we may be required to increase revenues within existing data centers to offset such increase in lease
payments. Failure to increase revenues to sufficiently offset these projected higher costs could adversely impact our operating
income. Upon the end of our renewal options, we would have to renegotiate our lease terms with the applicable landlords.
Additionally, if we are unable to renew the lease at any of our data centers, we could lose customers due to the disruptions in
their operations caused by the relocation. We could also lose those customers that choose our data centers based on their
locations. The costs of relocating data center infrastructure equipment, such as generators, power distribution units and cooling
units, to different data centers could be prohibitive and, as such, we could lose the value of this equipment. For these reasons,
any lease that cannot be renewed could adversely affect our business, financial condition and results of operations.
We and our customers may experience supply chain or procurement disruptions, or increased supply chain costs, which
may lead to delays.
The development of our data centers requires the timely delivery of required equipment and materials. We rely on third parties to 
provide the equipment, materials and services needed for our construction and development needs. Our global supply chain and 
development activities could be impacted by disruptions, such as political events, international trade disputes and tariffs, war, 
terrorism, natural disasters, public health issues, industrial accidents, national security concerns, pandemics and other business 
interruptions, which could impact our ability to meet delivery timelines, including delivery timelines to our customers.  These 
disruptions could also lead to delays, reputational damage, potential penalties that we may be required to pay and potential 
terminations of agreements by our customers. If any such delay or disruption were to occur, it could have an adverse effect on 
our liquidity and financial condition. Changes in the timing or cost of procuring materials, equipment and services used in our 
construction and development programs could have an adverse effect on our results of operations. Similarly, our customers may 
experience supply chain or procurement disruptions, constraints and increased costs, which may impact their ability to deploy in 
our facilities, which could have a material adverse impact on our business and financial condition. During the ongoing global 
supply chain constraints, we have actively monitored our suppliers and remain in frequent communication with customers, 
contractors and suppliers. We have proactively managed our supply chain, and we believe the required equipment will continue 
to be delivered to complete our ongoing development activities. Although to date, we have been able to manage through 
disruptions in our supply chain and procurement process due to the high demand and other global events, continuing disruptions 
could have a material adverse impact on our business and financial condition. However, the full extent and impact of global 

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supply chain constraints on our future supply chain and procurement process cannot be reasonably estimated at this time and it 
could have a material adverse impact on our business and financial condition. In addition, the ongoing military conflict between 
Russia and Ukraine, as well as the conflict in the Middle East and other potential global conflicts, could lead to market 
disruptions, including significant volatility in commodity prices, credit and capital markets, an increase in cyber security 
incidents as well as supply chain disruptions.
We may not be able to adapt to changing technologies and customer requirements, and our data center infrastructure
may become obsolete.
The technology industry generally and specific industries in which certain of our customers operate are characterized by rapidly
changing technology, customer requirements and industry standards. New systems to deliver power to or eliminate heat in data
centers or the development of new server technology that does not require the levels of critical load and heat removal that our
facilities are designed to provide and could be run less expensively on a different platform could make our data center
infrastructure obsolete. Our power and cooling systems are difficult and expensive to upgrade, and we may not be able to
efficiently upgrade or change these systems to meet new demands without incurring significant costs that we may not be able to
pass on to our customers which could adversely impact our business, financial condition and results of operations. In addition,
the infrastructure that connects our data centers to the Internet and other external networks may become insufficient, including
with respect to latency, reliability and connectivity. We may not be able to adapt to changing technologies or meet customer
demands for new processes or technologies in a timely and cost-effective manner, if at all, which would adversely impact our
ability to sustain and grow our business.
Further, our inability to adapt to changing customer requirements may make our data centers obsolete or unmarketable to such
customers. Some of our customers operate at significant scale across numerous data center facilities and have designed cloud and
computing networks with redundancies and fail-over capabilities across these facilities, which enhances the resiliency of their
networks and applications. As a result, these customers may realize cost benefits by locating their data center operations in
facilities with less electrical or mechanical infrastructure redundancy than is found in our existing data center facilities.
Additionally, some of our customers have begun to operate their data centers using a wider range of humidity levels and at
temperatures that are higher than servers customarily have operated at in the past, all of which may result in energy cost savings
for these customers. We may not be able to operate our existing data centers under these environmental conditions, particularly
in multi-tenant facilities with other customers who are not willing to operate under these conditions, and our data centers could
be at a competitive disadvantage to facilities that satisfy such requirements. Because we may not be able to modify the
redundancy levels or environmental systems of our existing data centers cost effectively, these or other changes in customer
requirements could have a material adverse effect on our business, results of operations and financial condition.
Additionally, due to regulations that apply to our customers as well as industry standards, such as ISO and SOC certifications
which customers may deem desirable, they may seek specific requirements and certifications from their data centers that we are
unable to provide. If new or different regulations or standards are adopted or such extra requirements are demanded by our
customers, we could lose some customers or be unable to attract new customers in certain industries, which could materially and
adversely affect our operations.

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We depend on third parties to provide network connectivity to the customers in our data centers and any delays or
disruptions in connectivity may materially adversely affect our operating results and cash flow.
We are not a telecommunications carrier. Although our customers generally are responsible for providing their own network
connectivity, we still depend upon the presence of telecommunications carriers’ fiber networks serving our data centers in order
to attract and retain customers. We believe that the availability of carrier capacity will directly affect our ability to achieve our
projected results. Any carrier may elect not to offer its services within our data centers. Any carrier that has decided to provide
network connectivity to our data centers may not continue to do so for any period of time. Further, some carriers are
experiencing business difficulties or have announced consolidations. As a result, some carriers may be forced to downsize or
terminate connectivity within our data centers, which could have an adverse effect on the business of our customers and, in turn,
our own operating results.
Our data centers may require construction and operation of a sophisticated redundant fiber network. The construction required to
connect multiple carrier facilities to our data centers is complex and involves factors outside of our control, including regulatory
requirements and the availability of construction resources. We have obtained the right to use network resources owned by other
companies, including rights to use dark fiber, in order to attract telecommunications carriers and customers to our portfolio. If
the establishment of highly diverse network connectivity to our data centers does not occur, is materially delayed or is
discontinued, or is subject to failure, our operating results and cash flow may be materially adversely affected. Additionally, any
hardware or fiber failures on this network may result in significant loss of connectivity to our data centers. This could negatively
affect our ability to attract new customers or retain existing customers, which could have an adverse effect on our business,
financial condition and results of operations.
Our international activities, including acquisition, ownership and operation of data centers located outside of the United
States, subject us to risks different than those we face in the United States and we may not be able to effectively manage
our international business.
Our portfolio included 187 data centers, including 56 held in unconsolidated entities, located outside of the United States as
of December 31, 2024. We have acquired and developed, and may continue to acquire and develop, and operate data centers
outside the United States.
The ownership and operation of data centers located outside of the United States subject us to risks from fluctuations in
exchange rates between foreign currencies and the U.S. dollar. Changes in the relation of these currencies to the U.S. dollar will
affect our revenues and operating margins, and may materially adversely impact our financial condition, results of operations,
cash flow, cash available for distribution and ability to satisfy our debt obligations. We may attempt to mitigate some or all of the
risk of currency fluctuation by financing our properties in the local currency denominations, although we cannot assure you that
we will be able to do so or that this will be effective. We may also engage in direct hedging activities to mitigate the risks of
exchange rate fluctuations in a manner consistent with our qualification as a REIT, although we cannot assure you that we will
be able to do so or that this will be effective.

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Our foreign operations involve additional risks not generally associated with or different from operations in the United States,
including:
●
our limited knowledge of and relationships with sellers, customers, contractors, suppliers or other parties in these
metropolitan areas;
●
complexity and costs associated with managing international development and operations;
●
difficulty in hiring qualified management, sales and construction personnel and service providers in a timely fashion;
●
the adoption and expansion of trade restrictions or tariffs or the occurrence of trade wars;
●
differing employment practices and labor issues, including related to works councils, employee committees, labor
unions and collective rights of action;
●
multiple, conflicting and changing legal, regulatory, entitlement and permitting, and tax and treaty environments;
●
unexpected changes in political environments, such as the United Kingdom’s withdrawal from the European Union;
●
exposure to increased taxation, confiscation or expropriation;
●
currency transfer restrictions and limitations on our ability to distribute cash earned in foreign jurisdictions to the
United States;
●
difficulty in enforcing agreements in non-U.S. jurisdictions, including those entered into in connection with our
acquisitions or in the event of a default by one or more of our customers, suppliers or contractors;
●
local business and cultural factors;
●
geographic, political and economic instability, including sovereign credit risk and rapid and unpredictable changes in
economic policy and regulatory environments, in certain geographic regions and emerging markets; and
●
risks related to bribery and corruption.
The likelihood of such occurrences and their potential effect on us vary from country to country and are unpredictable. Certain
regions, including Latin America, Asia, Eastern Europe, the Middle East and Africa, have in the past and may continue to be
more economically and politically volatile and, as a result, operations in these regions could be subject to heightened risk of
disruption, which could have a material adverse effect on our overall results of operations.
With respect to the United Kingdom’s withdrawal from the European Union, significant political and economic uncertainty
remains about how the precise terms of the relationship between the parties will differ from the terms before withdrawal. Lack of
clarity about future United Kingdom laws and regulations as the United Kingdom determines which European Union laws to
replace or replicate, including financial laws and regulations, tax and free trade agreements, tax and customs laws, intellectual
property rights, environmental, health and safety laws and regulations, immigration laws, employment laws and transport laws
could increase costs, disrupt supply chains, and depress economic activity and restrict our access to capital. Any of these factors
could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our
securities.
We also face risks with investing in unfamiliar metropolitan areas. We have acquired and may continue to acquire properties in
international metropolitan areas that are new to us. When we acquire properties located in these metropolitan areas, we may face
risks associated with a lack of market knowledge or understanding of the local economy and culture, forging new business
relationships in the area and unfamiliarity with local government and permitting procedures. In addition, due diligence,
transaction and structuring costs may be higher than those we may face in the United States. We work to mitigate such risks
through extensive diligence and research and associations with experienced local partners; however, we cannot assure you that
all such risks will be eliminated.
Our inability to overcome these risks could adversely affect our international activities, including our foreign operations and
could harm our business and results of operations.

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Our recent acquisitions may not achieve the intended benefits or may disrupt our plans and operations.
Acquisitions present many risks, and we may not realize the financial or strategic goals that were contemplated at the time of the
transaction. Our ability to realize the anticipated benefits of our combination with Interxion in March 2020 and other acquisitions
depends, to a large extent, on our ability to integrate each of them with our business. The combination of two independent
businesses can be a complex, costly and time-consuming process, which requires significant time and focus from our
management team and may divert attention from the day-to-day operations of our business. There can be no assurance that we
will be able to successfully integrate acquired properties and businesses with our business or otherwise realize the expected
benefits of these acquisitions. In addition, even if our operations are integrated successfully with the operations of our
acquisitions, we may not realize the full benefits of the acquisitions, including the synergies, operating efficiencies, or sales or
growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or at all. All of
these factors could decrease or delay any potential accretive effect of the acquisitions and negatively impact the price of our
common stock.
In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities,
competitive responses and loss of customer relationships, among other potential adverse consequences. Actual integration costs
may exceed those estimated and there may be further unanticipated costs and the assumption of known and unknown liabilities.
While we have assumed that we will incur certain integration expenses, there are factors beyond our control that could affect the
total amount or the timing of such expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate
accurately. If we cannot integrate and operate acquired properties or businesses to meet our financial expectations, our financial
condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could
be materially adversely affected.
The risks of combining businesses include, among others:
●
we may have underestimated the costs to make any necessary improvements to the acquired properties;
●
the acquired properties may be subject to reassessment, which may result in higher than expected property tax
payments;
●
we may be unable to integrate new acquisitions quickly and efficiently, particularly acquisitions of operating
businesses or portfolios of properties, into our existing operations;
●
we may face difficulties in integrating employees and in retaining key personnel;
●
we may face challenges in keeping existing customers, including key customers, which could adversely impact our
revenue;
●
we may be unable to effectively manage our expanded operations; and
●
market conditions may result in higher than expected vacancy rates and lower than expected rental rates on
acquired properties.
Any one of these risks could result in increased costs, decreases in the amount of expected revenue and diversion of our
management’s time and energy, which could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
Several of our data centers, including the data centers which we have acquired in the past five years, have been under our
management for a limited time. The data centers may have characteristics or deficiencies unknown to us that could affect their
valuation or revenue potential. We cannot assure you that the operating performance of these data centers will not decline under
our management.

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We may be subject to unknown or contingent liabilities related to our recent acquisitions, for which we may have no or
limited recourse against the sellers.
Our recent and future acquisitions may be subject to unknown or contingent liabilities for which we may have no or limited
recourse against the sellers. Unknown or contingent liabilities might include liabilities for clean-up or remediation of
environmental conditions, claims of customers, vendors or other persons dealing with the acquired entities or the former owners
of acquired properties or businesses, tax liabilities, claims for indemnification by general partners, directors, officers and others
indemnified by the former owners of acquired properties or businesses, and other liabilities whether incurred in the ordinary
course of business or otherwise. In addition, the total amount of costs and expenses that we may incur with respect to liabilities
associated with our acquisitions may exceed our expectations, which may adversely affect our business, financial condition and
results of operations.
Further, we have entered, and may in the future enter, into transactions with limited representations and warranties or with
representations and warranties that do not survive the closing of such transactions, in which event we would have no or limited
recourse against the sellers of such properties or businesses. While we usually require the sellers to indemnify us with respect to
breaches of representations and warranties that survive, such indemnification is often limited and subject to various materiality
thresholds, a significant deductible or an aggregate cap on losses. We may obtain insurance policies providing for coverage for
breaches of certain representations and warranties in certain transactions, subject to certain exclusions and a deductible, however,
there can be no assurance that we would be able to recover any amounts with respect to losses due to breaches of any such
representations and warranties. As a result, there is no guarantee that we will recover any amounts with respect to losses due to
breaches by the sellers of their representations and warranties. Finally, indemnification agreements between us and the sellers
typically provide that the sellers will retain certain specified liabilities relating to the properties or businesses acquired by us.
While the sellers are generally contractually obligated to pay all losses and other expenses relating to such retained liabilities,
there can be no guarantee that such arrangements will not require us to incur losses or other expenses as well.
Joint venture (JV) investments could be adversely affected by our lack of sole decision-making authority, our reliance on
our JV partners’ financial condition and disputes between us and our JV partners.
We currently, and may in the future, co-invest with third parties through partnerships, joint ventures or other entities, acquiring
non-controlling interests in or sharing responsibility for managing the affairs of a property or portfolio of properties, partnership,
joint venture or other entity. In these events, we are not in a position to exercise sole decision-making authority regarding the
properties, partnership, joint venture or other entity. Investments in partnerships, joint ventures, or other entities may, under
certain circumstances, involve risks not present when a third party is not involved, including the possibility that partners might
become bankrupt or fail to fund their share of required capital contributions. Partners may have economic, tax or other business
interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to
our policies or objectives. Our joint venture partners may take actions that are not within our control, which would require us to
dispose of the joint venture asset or transfer it to a taxable REIT subsidiary in order for Digital Realty Trust, Inc. to maintain its
status as a REIT. Such investments may also lead to impasses, for example, as to whether to sell a property, because neither we
nor our partner would have full control over the partnership or joint venture. Disputes between us and our partners may result in
litigation or arbitration that would increase our expenses and prevent our management from focusing their time and effort on our
day-to-day business. Consequently, actions by or disputes with our partners may subject properties owned by the partnership or
joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners.
Each of these factors may result in returns on these investments being less than we expect or in losses and our financial and
operating results may be adversely affected. In addition, we cannot assure you that we will be able to close joint ventures, on the
anticipated schedule or at all. Failure to complete any such joint venture could have a negative impact on our business and the
trading price of our common stock. Over the past few years, we have completed a number of new joint ventures, including
development joint ventures, and such investments may increase the risks described herein.

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Any delays or unexpected costs in the development of our existing space and developable land and new properties
acquired for development may delay and harm our growth prospects, future operating results and financial condition.
At December 31, 2024, we had approximately 8.9 million square feet of space under active development and approximately 4.7
million square feet of space held for future development. We have built and may continue to build out a large portion of this
space on a speculative basis at significant cost. Our successful development of these projects is subject to many risks, including
those associated with:
●
delays in construction, or changes to the plans or specifications;
●
budget overruns, increased prices for raw materials or building supplies, or lack of availability and/or increased costs
for specialized data center components, including long lead time items such as generators;
●
construction site accidents and other casualties;
●
financing availability, including our ability to obtain construction financing and permanent financing, or increases in
interest rates or credit spreads;
●
labor availability, costs, disputes and work stoppages with contractors, subcontractors or others that are constructing the
project;
●
failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors;
●
access to sufficient power and related costs of providing such power to our customers;
●
environmental issues;
●
supply chain constraints;
●
fire, flooding, earthquakes and other natural disasters;
●
pandemics;
●
geological, construction, excavation and equipment problems; and
●
delays or denials of entitlements or permits, including zoning and related permits, or other delays resulting from
requirements of public agencies and utility companies.
In addition, while we intend to develop data centers primarily in metropolitan areas we are familiar with, we may in the future
develop data centers in new geographic regions where we expect the development to result in favorable risk-adjusted returns on
our investment. We may not possess the same level of familiarity with the development of data centers in other metropolitan
areas, which could adversely affect our ability to develop such data centers successfully or at all or to achieve expected
performance.
Development activities, regardless of whether they are ultimately successful, also typically require a substantial portion of our
management’s time and attention. This may distract our management from focusing on other operational activities of our
business. If we are unable to complete development projects successfully, our business may be adversely affected.
Many of our costs, such as operating and general and administrative expenses, interest expense and real estate
acquisition and construction costs, could be adversely impacted by periods of heightened inflation. 
Over the past year, the consumer price index has increased substantially year over year. Federal policies and recent global events,
such as the rising price of oil and the conflict between Russia and Ukraine, may have exacerbated, and may continue to
exacerbate, inflation and increases in the consumer price index.

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A sustained or further increase in inflation could have an adverse impact on our operating expenses incurred in connection with,
among others, the property-related contracted services such as repairs and maintenance, utilities, security and insurance. With
regard to utilities expense, which is our largest expense category, the vast majority of the expense is passed directly through to
our customers which significantly mitigates our exposure to increases in power costs.  For our other operating expenses, we
expect to recover some increases from our customers through our existing lease structures, annual rent escalations or from the
resetting of rents from our renewal and re-leasing activities. As a result, we do not believe that inflation would result in a
significant adverse effect on our net operating income and operating cash flows at the property level. However, there can be no
assurance that the impact of inflation will be adequately offset by some of our annual rent escalations contained in our leases,
and it is possible that the resetting of rents from our renewal and re-leasing activities would not fully offset the impact of higher
operating expenses resulting from inflationary pressure. As a result, during inflationary periods in which the inflation rate
exceeds the annual rent escalation percentages within our customer contracts, we may not adequately mitigate the impact of
inflation, which may adversely affect our business, financial condition, results of operations, and cash flows.
Our general and administrative expenses consist primarily of compensation costs and professional service fees. Rising inflation
rates may require us to provide compensation increases beyond historical annual increases, which may unexpectedly or
significantly increase our compensation costs. Similarly, professional service fees are also subject to the impact of inflation and
expected to increase proportionately with increasing market prices for such services. Consequently, inflation may increase our
general and administrative expenses over time and may adversely impact our results of operations and cash flows.
Additionally, inflationary pricing may have a negative effect on the construction costs necessary to complete our development
projects, including, but not limited to, costs of construction equipment and materials, labor and services from third-party
contractors and suppliers. We rely on a number of third-party suppliers and contractors to supply raw materials, skilled labor and
services for our construction projects. Certain increases in the costs of construction equipment and materials can often be
managed in our development projects through either general budget contingencies built into our overall construction cost
estimates for each of our projects or guaranteed maximum price construction contracts, which stipulate a maximum price for
certain construction costs and shift inflation risk to our construction general contractors. However, no assurance can be given
that our budget contingencies would accurately account for potential construction cost increases given the current severity of
inflation and variety of contributing factors or that our general contractors would be able to absorb such increases in costs and
complete our construction projects timely, within budget, or at all. Higher construction costs could adversely impact our
investments in real estate assets and expected yields on our development projects, which may adversely impact our returns on
our investments. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy
our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time.
We have substantial debt and face risks associated with the use of debt to fund our business activities, including
refinancing and interest rate risks.
Our total consolidated indebtedness at December 31, 2024 was approximately $16.8 billion, and we may incur significant
additional debt to finance future acquisition, investment and development activities. We have a Global Revolving Credit Facility
and the Yen Revolving Credit Facility, which provide for borrowings of up to $4.4 billion (including approximately $0.3 billion
available to be drawn on the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as of
December 31, 2024. We have the ability from time to time to increase the size of the Global Revolving Credit Facility by up to
$1.8 billion, subject to receipt of lender commitments and other conditions precedent. At December 31, 2024,
approximately $2.8 billion was available under this facility, net of outstanding letters of credit. As of February 18, 2025, we had
approximately $3.3 billion available under the Global Revolving Credit Facility, net of outstanding letters of credit.

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Our substantial indebtedness currently requires us to dedicate a significant portion of our cash flow from operations to debt
service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion
efforts, distributions and other general corporate purposes. Additionally, it could: make it more difficult for us to satisfy our
obligations with respect to our indebtedness; limit our ability in the future to undertake refinancing of our debt or obtain
financing for expenditures, acquisitions, development or other general corporate purposes on terms and conditions acceptable to
us, if at all; or affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.
In addition, we may violate restrictive covenants or fail to maintain financial ratios specified in our loan documents, which
would entitle the lenders to accelerate our debt obligations, and our secured lenders or mortgagees may foreclose on our
properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and
leases. Our default under any one of our loans could result in a cross-default on other indebtedness. A foreclosure on one or more
of our properties could adversely affect our access to capital, financial condition, results of operations, cash flow and cash
available for distribution. Further, foreclosures could create taxable income without accompanying cash proceeds, a
circumstance which could hinder Digital Realty Trust, Inc.’s ability to meet the REIT distribution requirements imposed by the
Internal Revenue Code of 1986, as amended, or the Code.
Additional risks related to our indebtedness include the following:
We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of
our original indebtedness. It is likely that we will need to refinance at least a portion of our outstanding debt as it matures. If we
are unable to refinance or extend principal payments due at maturity or pay them with proceeds of other capital transactions, then
our cash flow may not be sufficient in all years to repay all such maturing debt and to pay distributions. Further, if prevailing
interest rates or other factors at the time of refinancing, such as the reluctance of lenders to make commercial real estate loans,
result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase.
Fluctuations in interest rates could materially affect our financial results and may increase the risk our counterparty defaults
on our interest rate hedges. Because a significant portion of our debt, including debt incurred under our Global Revolving
Credit Facilities, bears interest at variable rates, increases in interest rates could materially increase our interest expense. If the
United States Federal Reserve and other central banks increase short-term interest rates, this could have a significant upward
impact on the interest rates that apply to our variable rate debt. Potential future increases in interest rates and credit spreads may
increase our interest expense and therefore negatively affect our financial condition and results of operations, and reduce our
access to capital markets. We have entered into interest rate swap agreements and cross currency swap agreements. Our
derivative transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract.
Disruptions in the financial markets could lead to sudden decreases in a counterparty's liquidity, which could make them unable
to perform under the terms of their derivative contract and we may not be able to realize the benefit of the derivative contract.
Adverse changes in our Company’s credit ratings could negatively affect our financing activity. The credit ratings of our
senior unsecured long-term debt and Digital Realty Trust, Inc.’s preferred stock are based on our Company’s operating
performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in
their rating analyses of our Company. Our Company’s credit ratings can affect the amount of capital we can access, as well as the
terms and pricing of any debt we may incur. We cannot assure you that we will be able to maintain our current credit ratings, and
in the event our current credit ratings are downgraded, we would likely incur higher borrowing costs and may encounter
difficulty in obtaining additional financing. Also, a downgrade in our credit ratings may trigger additional payments or other
negative consequences under our current and future credit facilities and debt instruments. For example, if the credit ratings of our
senior unsecured long-term debt are downgraded to below investment grade levels, we may not be able to obtain or maintain
extensions on certain of our existing debt. Adverse changes in our credit ratings could negatively impact our refinancing and
other capital market activities, our ability to manage our debt maturities, our future growth, our financial condition, the market
price of Digital Realty Trust, Inc.’s stock, and our development and acquisition activity.

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Our Global Revolving Credit Facilities and senior notes restrict our ability to engage in some business activities. Our Global
Revolving Credit Facilities contain negative covenants and other financial and operating covenants that, among other things,
restrict our ability to: incur additional indebtedness; make certain investments; merge with another company; and create, incur or
assume liens; and require us to maintain financial coverage ratios, including with respect to unencumbered assets.
In addition, the Global Revolving Credit Facilities restrict Digital Realty Trust, Inc. from making distributions to its
stockholders, or redeeming or otherwise repurchasing shares of its capital stock, after the occurrence and during the continuance
of an event of default, except in limited circumstances including as necessary to enable Digital Realty Trust, Inc. to maintain its
qualification as a REIT and to avoid the payment of income or excise tax.
In addition, our unsecured senior notes are governed by indentures, which contain various restrictive covenants, including
limitations on our ability to incur indebtedness and requirements to maintain a pool of unencumbered assets. These restrictions,
and the restrictions in our Global Revolving Credit Facilities, could cause us to default on our senior notes or Global Revolving
Credit Facilities, as applicable, or negatively affect our operations or our ability to pay dividends to Digital Realty Trust, Inc.’s
stockholders or distributions to Digital Realty Trust, L.P.’s unitholders, which could have a material adverse effect on the market
value of Digital Realty Trust, Inc.’s common stock and preferred stock.
Failure to hedge effectively against interest rate changes may adversely affect results of operations. We seek to manage our
exposure to interest rate volatility by issuing fixed rate debt instruments and by using interest rate hedging arrangements, such as
interest rate cap, forward or swap lock agreements. These agreements involve risks, such as the risk that counterparties may fail
to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to
interest rate changes and that a court could rule that such an agreement is not legally enforceable. Our policy is to use these
derivatives only to hedge interest rate risks related to our borrowings, not for speculative or trading purposes, and to enter into
contracts only with major financial institutions based on their credit ratings and other factors. However, we may choose to
change this policy in the future. Approximately 91% of our total indebtedness as of December 31, 2024 was subject to fixed
interest rates or variable rates subject to interest rate swaps. We do not currently hedge our Global Revolving Credit Facilities
and as our borrowings under our Global Revolving Credit Facilities increase, our percentage of indebtedness not subject to fixed
rates and our exposure to interest rates may increase. Hedging may reduce the overall returns on our investments. Failure to
hedge effectively against interest rate changes may materially adversely affect our results of operations.
Our growth depends on external sources of capital which are outside of our control.
In order for Digital Realty Trust, Inc. to maintain its qualification as a REIT, it is required under the Code to annually distribute
at least 90% of its REIT taxable income determined without regard to the dividends paid deduction and excluding any net capital
gain. In addition, Digital Realty Trust, Inc. will be subject to federal and state corporate income taxes to the extent that it
distributes less than 100% of its REIT taxable income, including any net capital gains. Digital Realty Trust, L.P. is required to
make distributions to Digital Realty Trust, Inc. that will enable the latter to satisfy this distribution requirement and avoid income
and excise tax liability. Because of these distribution requirements, we may not be able to fund future capital needs, including
any necessary acquisition or development financing, from operating cash flow. Consequently, we may rely on third-party sources
to fund our capital needs.
Our access to third-party sources of capital depends on a number of factors, including general market conditions, the market’s
perception of our business prospects and growth potential, our current and expected future earnings, funds from operations, our
cash flow and cash distributions, and the market price per share of Digital Realty Trust, Inc.’s common stock. We cannot assure
you that we will be able to obtain equity or debt financing at all or on terms favorable or acceptable to us. Any additional debt
we incur will increase our leverage. Further, equity markets have experienced high volatility recently and we cannot assure you
that we will be able to raise capital through the sale of equity securities at all or on favorable terms. Sales of equity on
unfavorable terms could result in substantial dilution to Digital Realty Trust, Inc.’s common stockholders and Digital Realty
Trust, L.P.’s unitholders. In addition, we may be forced to dispose of one or more of our properties, possibly on disadvantageous
terms.
If we cannot obtain capital from third-party sources, we may not be able to acquire or develop data centers when strategic
opportunities exist, satisfy our debt service obligations, pay cash dividends to Digital Realty Trust, Inc.’s stockholders or make
distributions to Digital Realty Trust, L.P.’s unitholders.

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Declining real estate valuations, impairment charges and illiquidity of real estate investments could adversely affect our
earnings and financial condition.
We review each of our properties for indicators that its carrying amount may not be recoverable. Examples of such indicators
may include a significant decrease in the market price, a significant adverse change in how the property is being used or
expected to be used based on the underwriting at the time of acquisition, an accumulation of costs significantly in excess of the
amount originally expected for the acquisition or development, a change in our intended holding period due to our intention to
sell an asset, or a history of operating or cash flow losses. When such impairment indicators exist, we review an estimate of the
future undiscounted net cash flows (excluding interest charges) expected to result from the real estate investments or group of
properties that operate together as a group use and eventual disposition and compare it to the carrying value of the property or
asset group. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand,
competition and other factors. If our future undiscounted net cash flow evaluation indicates that we are unable to recover the
carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the
estimated fair value of the property or asset group. These losses have a direct impact on our net income because recording an
impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly
subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ
materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the assumptions used
in our impairment analysis. These impairment charges could be significant and could adversely affect our financial condition,
results of operations and cash available for distribution.
Because real estate investments are relatively illiquid and because there may be even fewer buyers for our specialized real estate,
our ability to promptly sell properties in our portfolio in response to adverse changes in their performance may be limited, which
may harm our financial condition. Further, Digital Realty Trust, Inc. is subject to provisions in the Code that limit a REIT’s
ability to dispose of properties, which limitations are not applicable to other types of real estate companies. See “Risks Related
to Our Organizational Structure—Digital Realty Trust, Inc.’s duty to its stockholders may conflict with the interests of Digital
Realty Trust, L.P.’s unitholders—Tax consequences upon sale or refinancing.” While Digital Realty Trust, Inc. has exclusive
authority under Digital Realty Trust, L.P.’s limited partnership agreement to determine whether, when, and on what terms to sell
a property, such decisions may require the approval of Digital Realty Trust, Inc.’s Board of Directors. These limitations may
affect our ability to sell properties.
This lack of liquidity and the Code restrictions may limit our ability to adjust our portfolio promptly in response to changes in
economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flow, cash
available for distribution and ability to access capital necessary to meet our debt payments and other obligations.
Our success depends on key personnel whose continued service is not guaranteed.
We depend on the efforts of key personnel of our Company, particularly Andrew P. Power, our President & Chief Executive
Officer, and Matthew Mercier, our Chief Financial Officer. They are important to our success for many reasons, including that
each has a national or regional reputation in our industry and the investment community that attracts investors and business and
investment opportunities and assists us in negotiations with investors, lenders, existing and potential customers and industry
personnel. If we lost their services, our business and investment opportunities and our relationships with lenders and other
capital markets participants, existing and prospective customers and industry personnel could suffer. Many of our Company’s
other senior employees also have strong technology, finance and real estate industry reputations. As a result, we have greater
access to potential acquisitions, financing, leasing and other opportunities, and are better able to negotiate with customers. As the
number of our competitors increases, it becomes more likely that a competitor would attempt to hire certain of these individuals
away from our Company. The loss of any of these key personnel would result in the loss of these and other benefits and could
materially and adversely affect our results of operations.
We also depend on the talents and efforts of highly skilled technical individuals. Our success depends on our continuing ability
to identify, hire, develop, motivate, and retain highly skilled technical personnel for all areas of our organization. Competition in
our industry for qualified technical employees is intense, and the availability of qualified technical personnel is not guaranteed.

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We may have difficulty managing our growth.
We have significantly and rapidly expanded the size of our Company. Our growth may significantly strain our management,
operational and financial resources and systems. In addition, as a reporting company, we are subject to the reporting
requirements of the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. The
requirements of these rules and regulations subject us to certain accounting, legal and financial compliance costs and may strain
our management and financial, legal and operational resources and systems. An inability to manage our growth effectively or the
increased strain on our management of our resources and systems could result in deficiencies in our disclosure controls and
procedures or our internal control over financial reporting and could negatively impact financial condition, results of operations
and our cash available for distribution.
Potential losses may not be covered by insurance.
We currently carry commercial general liability, property, business interruption, including loss of rental income, and other 
insurance policies to cover insurable risks to our Company. We select policy specifications, insured limits and deductibles which 
we believe to be appropriate and adequate given the relative risk of loss, the cost of the coverage and standard industry practices. 
Our insurance policies contain industry standard coverage terms, limits and exclusions. We do not carry insurance for generally 
uninsurable events, such as loss from war or nuclear reaction.  We insure other catastrophic events, such as floods, earthquakes 
and hurricanes based on commercially reasonable deductible limits, and such insurance may be insufficient to fully cover our 
losses. For example, an earthquake in California, could significantly impact multiple properties, the aggregate deductible 
amounts could be significant and the limits we purchase could prove to be insufficient, which could materially and adversely 
impact our business, financial condition and results of operations. Furthermore, a catastrophic regional event could also severely 
impact some of our insurers rendering them insolvent or unable to fully pay on claims despite their current financial strength. We 
may discontinue purchasing insurance against earthquake, flood or windstorm or other perils on some or all of our properties in 
the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage relative to the risk 
of loss.
In addition, many of our buildings contain extensive and highly valuable technology-related improvements. Under the terms of
our agreements with customers, customers are obligated to maintain adequate insurance coverage applicable to such
improvements and under most circumstances use their insurance proceeds to restore such improvements after a casualty event. In
the event of a casualty or other loss involving one of our buildings with extensive installed tenant improvements, our customers
may have the right to terminate their leases if we do not rebuild the base building within prescribed times. In such cases, the
proceeds from customers’ insurance will not be available to us to restore the improvements, and our insurance coverage may be
insufficient to replicate the technology-related improvements made by such customers. Furthermore, the terms of our mortgage
indebtedness at certain of our properties may require us to pay insurance proceeds over to our lenders under certain
circumstances, rather than use the proceeds to repair the property. If we or one or more of our customers experience a loss which
is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the
anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness,
we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.

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We could incur significant costs related to environmental matters, including from government regulation, private
litigation, and existing conditions at some of our properties.
Under various laws relating to the protection of the environment in the United States, as well as in many jurisdictions in which
we operate, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or
discharge of hazardous or toxic substances at a property, and may be required to investigate and clean up such contamination at
or emanating from a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was
responsible for, the presence of the contaminants, and the liability may be joint and several. In the United States, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, established a regulatory and
remedial program intended to provide for the investigation and clean-up of facilities where, or from which, a release of any
hazardous substance into the environment has occurred or is threatened. CERCLA’s primary mechanism for remedying such
problems is to impose strict joint and several liability for clean-up of facilities on current owners and operators of the site, former
owners and operators of the site at the time of the disposal of the hazardous substances, any person who arranges for the
transportation, disposal or treatment of the hazardous substances, and the transporters who select the disposal and treatment
facilities, regardless of the care exercised by such persons. CERCLA also imposes liability for the cost of evaluating and
remedying any damage to natural resources. The costs of CERCLA investigation and clean-up can be very substantial. CERCLA
also authorizes the imposition of a lien in favor of the United States on all real property subject to, or affected by, a remedial
action for all costs for which a party is liable. Subject to certain procedural restrictions, CERCLA gives a responsible party the
right to bring a contribution action against other responsible parties for their allocable shares of investigative and remedial costs.
Our ability to obtain reimbursement from others for their allocable shares of such costs would be limited by our ability to find
other responsible parties and prove the extent of their responsibility, their financial resources, and other procedural requirements.
Various U.S. state laws, as well as laws in other jurisdictions in which we operate, also impose in certain cases strict joint and
several liability for investigation, clean-up and other damages associated with hazardous substance releases.
Previous owners used some of our properties for industrial and manufacturing purposes, and those properties may contain some
level of environmental contamination. Independent environmental consultants have conducted Phase I or similar environmental
site assessments on a majority of the properties in our portfolio. Site assessments are intended to discover and evaluate
information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do
not generally include soil samplings, subsurface investigations or an asbestos survey and the assessments may fail to reveal all
environmental conditions, liabilities or compliance concerns. In addition, material environmental conditions, liabilities or
compliance concerns may have arisen after these reviews were completed or may arise in the future. We could be held jointly
and severally liable under CERCLA and various state, local and national laws for the investigation and remediation of
environmental contamination on our properties caused by previous owners or operators. Further, fuel storage tanks are present at
most of our properties, and if releases were to occur, we may be liable for the costs of cleaning any resulting contamination. The
presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability or
materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.
In addition, some of our customers, particularly those in the biotechnology and life sciences industry and those in the technology
manufacturing industry, routinely handle hazardous substances and wastes as part of their operations at our properties.
Environmental laws and regulations subject our customers, and potentially us, to liability resulting from these activities or from
previous industrial or retail uses of those properties. We could be held jointly and severally liable under CERCLA and various
state, local and national laws for the investigation and remediation of hazardous substances released by our customers on our
properties. Environmental liabilities could also affect a customer’s ability to make rental payments to us. We cannot assure you
that costs of investigation and remediation of environmental matters will not affect our ability to pay dividends to Digital Realty
Trust, Inc.’s stockholders and distributions to Digital Realty Trust, L.P.’s unitholders or that such costs or other remedial
measures will not have a material adverse effect on our business, assets or results of operations.

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37
Some of our properties may contain asbestos-containing building materials and lead-based paint. Environmental laws require
that asbestos-containing building materials and lead-based paint be properly managed and maintained, and may impose fines and
penalties on building owners or operators for failure to comply with these requirements. These laws may also allow third parties
to seek recovery from owners or operators for personal injury associated with exposure to asbestos-containing building materials
and lead-based paint.
Our properties and their uses often require permits and entitlements from various government agencies, including permits and
entitlements related to zoning and land use. Certain permits from state or local environmental regulatory agencies, including
regulators of air quality, are usually required to install and operate diesel-powered generators, which provide emergency back-up
power at most of our facilities. These permits often set emissions limits for certain air pollutants, including oxides of nitrogen. In
addition, various federal, state, and local environmental, health and safety requirements, such as fire requirements and treated
and storm water discharge requirements, apply to some of our properties. Our ability to comply with, as well as changes to,
applicable regulations, such as air quality regulations, or the permit requirements for equipment at our facilities, could hinder or
prevent our construction or operation of data center facilities.
Governmental authorities have in the past sought to restrict data center development based on environmental considerations. For
example, governmental authorities in locations where we operate have imposed moratoria on data center development, citing
concerns about energy usage and requiring new data centers to meet energy efficiency requirements. Some government agencies
have also sought to restrict the use of diesel generators for back-up power. We may face higher costs from any laws requiring
enhanced energy efficiency measures, changes to cooling systems, caps on energy usage, land use restrictions, limitations on
back-up power sources, or other environmental requirements. Moratoria on data center construction could hinder our ability to
construct new data centers.
Also, drought conditions in certain markets have resulted in water usage restrictions and proposals to further restrict water
usage. Our data center facilities could face restrictions on water usage, water efficiency mandates, or higher water prices.
Climate change could also limit water availability. In addition, sea level rise and more frequent and severe weather events caused
or contributed to by climate change pose physical risks to our facilities. Additional risks related to our business and operations as
a result of climate change include both physical and transition risks such as:
●
Higher energy costs (e.g., due to more extreme weather events, extreme temperatures or increased demand for limited
resources);
●
Increased environmental regulations impacting the cost to develop, or the ability to develop in certain areas;
●
Higher costs of materials due to environmental impacts from extraction and processing of raw materials and production
of finished goods;
●
Higher costs of supply chain services, with potential supply chain disruptions related to climate change; and
●
Lost revenue or higher expenses related to climate change events (e.g., higher insurance costs, uninsured losses,
diminished customer retention in areas subject to extreme weather or resource availability constraints).
The environmental laws and regulations to which our properties are subject may change in the future, and new laws and
regulations may be created. Future laws, ordinances or regulations may impose additional material environmental liability. Such
laws include those directly regulating our climate change impacts and those which regulate the climate change impacts of
companies with which we do business, such as utilities providing our facilities with electricity. We do not know if or how the
requirements will change, but changes may require that we make significant unanticipated expenditures, and such expenditures
may materially adversely impact our financial condition, cash flow, results of operations, cash available for distributions, Digital
Realty Trust, Inc.’s common stock’s per share trading price, our competitive position and ability to satisfy our debt service
obligations.

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We may incur significant costs complying with applicable laws and governmental regulations, including the Americans
with Disabilities Act.
Our business is subject to regulation under a wide variety of U.S. federal, state and local laws, regulations and policies, including
those imposed by the SEC, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act
and the NYSE, as well as applicable local, state, and national labor laws. Although we have policies and procedures designed to
comply with applicable laws and regulations, failure to comply with the various laws and regulations may result in civil and
criminal liability, fines and penalties and increased costs of compliance.
Under the Americans with Disabilities Act of 1990, or the ADA, all public accommodations must meet federal requirements
related to access and use by disabled persons. We have not conducted an audit or investigation of all of our properties to
determine our compliance with the ADA or similar laws of other jurisdictions in which we operate. If one or more of the
properties in our portfolio does not comply with the ADA or such other laws, then we would be required to incur additional costs
to bring the property into compliance. Additional federal, state and local laws also may require modifications to our properties,
or restrict our ability to renovate our properties. We cannot predict the ultimate cost of compliance with the ADA or other similar
laws. If we incur substantial costs to comply with the ADA and any other similar legislation or are subject to awards of damages
to private litigants, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy
our debt service obligations could be materially adversely affected.
The properties in our portfolio are subject to various federal, state and local regulations, such as state and local fire and life
safety regulations. In addition, emerging tools and technologies we utilize in providing our products, like AI and machine
learning, may also become subject to regulation under new laws or new applications of existing laws. If we fail to comply with
these various regulations, we may have to pay fines or damage awards to private litigants. In addition, we do not know whether
existing regulations will change or whether future regulations will require us to make significant unanticipated expenditures that
will materially adversely impact our financial condition, results of operations, cash flow, cash available for distribution and
ability to satisfy our debt service obligations.
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal
control over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not
prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our
disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal
control over financial reporting will be effective in accomplishing all control objectives all of the time. Furthermore, our
disclosure controls and procedures and internal control over financial reporting with respect to entities that we do not control or
manage may be substantially more limited than those we maintain with respect to the subsidiaries that we have controlled or
managed over the course of time. Deficiencies, including any material weakness, in our internal control over financial reporting
which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements,
a decline in Digital Realty Trust, Inc.’s stock price, or otherwise materially adversely affect our business, reputation, results of
operations, financial condition or liquidity.

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39
Risks Related to Our Organizational Structure
The interests of Digital Realty Trust, Inc.’s stockholders may conflict with the interests of Digital Realty Trust, L.P.’s
unitholders.
Conflicts of interest may exist or could arise in the future as a result of the relationships between Digital Realty Trust, Inc. and its
stockholders, on the one hand, and Digital Realty Trust, L.P. and its partners, on the other. Digital Realty Trust, Inc.’s directors
and officers have duties to Digital Realty Trust, Inc. and its stockholders under Maryland law in connection with their
management of our Company. At the same time, Digital Realty Trust, Inc., as general partner, has fiduciary duties under
Maryland law to Digital Realty Trust, L.P. and to its limited partners in connection with the management of our Operating
Partnership. Digital Realty Trust, Inc.’s duties as general partner to Digital Realty Trust, L.P. and its partners may come into
conflict with the duties of Digital Realty Trust, Inc.’s directors and officers to Digital Realty Trust, Inc. and its stockholders.
Under Maryland law, a general partner of a Maryland limited partnership owes its limited partners the duties of loyalty and care,
which must be discharged consistently with the obligation of good faith and fair dealing, unless the partnership agreement
provides otherwise. The partnership agreement of Digital Realty Trust, L.P. provides that for so long as Digital Realty Trust, Inc.
owns a controlling interest in Digital Realty Trust, L.P., any conflict that cannot be resolved in a manner not adverse to either
Digital Realty Trust, Inc.’s stockholders or the limited partners will be resolved in favor of Digital Realty Trust, Inc.’s
stockholders.
The provisions of Maryland law that allow the fiduciary duties of a general partner to be modified by a partnership agreement
have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the
partnership agreement that purport to waive or restrict Digital Realty Trust, Inc.’s fiduciary duties.
Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders are also subject to the following additional
conflict of interest:
Tax consequences upon sale or refinancing. Sales of properties and repayment of certain indebtedness will affect holders of
common units in Digital Realty Trust, L.P. and Digital Realty Trust, Inc.’s stockholders differently. Consequently, these holders
of common units in Digital Realty Trust, L.P. may have different objectives regarding the appropriate pricing and timing of any
such sale or repayment of debt. While Digital Realty Trust, Inc. has exclusive authority under the partnership agreement of
Digital Realty Trust, L.P. to determine when to refinance or repay debt or whether, when, and on what terms to sell a property,
such decisions may require the approval of Digital Realty Trust, Inc.’s Board of Directors. Certain of Digital Realty Trust, Inc.’s
directors and executive officers could exercise their influence in a manner inconsistent with the interests of some, or a majority,
of Digital Realty Trust, L.P.’s unitholders, including in a manner which could prevent completion of a sale of a property or the
repayment of indebtedness.

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Digital Realty Trust, Inc.’s charter, Digital Realty Trust, L.P.’s partnership agreement and Maryland law contain
provisions that may delay, defer or prevent a change of control transaction.
These provisions include the following:
Digital Realty Trust, Inc.’s charter, including the articles supplementary governing its preferred stock, contains 9.8%
ownership limits. Digital Realty Trust, Inc.’s charter, subject to certain exceptions, authorizes Digital Realty Trust, Inc.’s Board
of Directors to take such actions as are necessary and desirable to preserve Digital Realty Trust, Inc.’s qualification as a REIT
and to limit any person to actual or constructive ownership of no more than 9.8% (by value or by number of shares, whichever is
more restrictive) of the outstanding shares of Digital Realty Trust, Inc.’s common stock, 9.8% (by value or by number of shares,
whichever is more restrictive) of the outstanding shares of any series of Digital Realty Trust, Inc.’s preferred stock and 9.8% of
the value of Digital Realty Trust, Inc.’s outstanding capital stock. Digital Realty Trust, Inc.’s Board of Directors, in its sole
discretion, may exempt (prospectively or retroactively) a proposed transferee from the ownership limit. However, Digital Realty
Trust, Inc.’s Board of Directors may not grant an exemption from the ownership limit to any proposed transferee whose direct or
indirect ownership of more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares
of Digital Realty Trust, Inc.’s common stock, more than 9.8% (by value or by number of shares, whichever is more restrictive) of
the outstanding shares of any series of Digital Realty Trust, Inc.’s preferred stock or more than 9.8% of the value of Digital
Realty Trust, Inc.’s outstanding capital stock could jeopardize Digital Realty Trust, Inc.’s status as a REIT. These restrictions on
transferability and ownership will not apply if Digital Realty Trust, Inc.’s Board of Directors determines that it is no longer in
Digital Realty Trust, Inc.’s best interests to attempt to qualify, or to continue to qualify, as a REIT or that compliance is no longer
required for REIT qualification. The ownership limit may delay, defer or prevent a transaction or a change of control that might
be in the best interests of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
Digital Realty Trust, L.P.’s partnership agreement contains provisions that may delay, defer or prevent a change of control
transaction. Digital Realty Trust, L.P.’s partnership agreement provides that Digital Realty Trust, Inc. may not engage in any
merger, consolidation or other combination with or into another person, any sale of all or substantially all of its assets or any
reclassification, recapitalization or change of its outstanding equity interests unless the transaction is approved by the holders of
common units and long-term incentive units representing at least 35% of the aggregate percentage interests of all holders of
common units and long-term incentive units and either:
●
all limited partners will receive, or have the right to elect to receive, for each common unit an amount of cash,
securities or other property equal to the product of the number of shares of Digital Realty Trust, Inc. common stock
into which a common unit is then exchangeable and the greatest amount of cash, securities or other property paid
in consideration of each share of Digital Realty Trust, Inc.’s common stock in connection with the transaction
(provided that, if, in connection with the transaction, a purchase, tender or exchange offer is made to and accepted
by the holders of more than 50% of the shares of Digital Realty Trust, Inc. common stock, each holder of common
units will receive, or have the right to elect to receive, the greatest amount of cash, securities or other property
which such holder would have received if it exercised its right to redemption and received shares of Digital Realty
Trust, Inc. common stock in exchange for its common units immediately prior to the expiration of such purchase,
tender or exchange offer and thereupon accepted such purchase, tender or exchange offer and the transaction was
then consummated); or
●
the following conditions are met:
o
substantially all of the assets directly or indirectly owned by the surviving entity in the transaction are
held directly or indirectly by Digital Realty Trust, L.P. or another limited partnership or limited liability
company which is the survivor of a merger, consolidation or combination of assets with Digital Realty
Trust, L.P., which we refer to as the surviving partnership;
o
the holders of common units and long-term incentive units own a percentage interest of the surviving
partnership based on the relative fair market value of Digital Realty Trust, L.P.’s net assets and the other
net assets of the surviving partnership immediately prior to the consummation of such transaction;

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o
the rights, preferences and privileges of the holders of interests in the surviving partnership are at least as
favorable as those in effect immediately prior to the consummation of such transaction and as those
applicable to any other limited partners or non-managing members of the surviving partnership; and
o
the rights of the limited partners or non-managing members of the surviving partnership include at least
one of the following: (i) the right to redeem their interests in the surviving partnership for the
consideration available to such persons pursuant to Digital Realty Trust, L.P.’s partnership agreement; or
(ii) the right to redeem their interests for cash on terms equivalent to those in effect with respect to their
common units immediately prior to the consummation of such transaction (or, if the ultimate controlling
person of the surviving partnership has publicly traded common equity securities, for such common
equity securities, with an exchange ratio based on the determination of relative fair market value of such
securities and the shares of Digital Realty Trust, Inc. common stock).
These provisions may discourage others from trying to acquire control of Digital Realty Trust, Inc. and may delay, defer or
prevent a change of control transaction that might be in the best interests of Digital Realty Trust, Inc.’s stockholders and Digital
Realty Trust, L.P.’s unitholders.
The change of control conversion features of Digital Realty Trust, Inc.’s preferred stock may make it more difficult for a
party to take over our Company or discourage a party from taking over our Company. Upon the occurrence of specified
change of control transactions, holders of our series J preferred stock, series K preferred stock and series L preferred stock will
have the right (unless, prior to the change of control conversion date, we have provided or provide notice of our election to
redeem such preferred stock) to convert some or all of their series J preferred stock, series K preferred stock or series L preferred
stock, as applicable, into shares of our common stock (or equivalent value of alternative consideration), subject to caps set forth
in the articles supplementary governing the applicable series of preferred stock. The change of control conversion features of the
series J preferred stock, series K preferred stock and series L preferred stock may have the effect of discouraging a third party
from making an acquisition proposal for our Company or of delaying, deferring or preventing certain change of control
transactions of our Company under circumstances that otherwise could provide the holders of our common stock, series J
preferred stock, series K preferred stock and series L preferred stock with the opportunity to realize a premium over the then-
current market price or that stockholders may otherwise believe is in their best interests.
Digital Realty Trust, Inc.’s Board of Directors could amend Digital Realty Trust, Inc.’s charter to increase or decrease the
number of authorized shares of stock and Digital Realty Trust, Inc. could issue stock without stockholder approval. Digital
Realty Trust, Inc.’s charter authorizes Digital Realty Trust, Inc.’s Board of Directors, without stockholder approval, to amend the
charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of authorized
shares of stock of any class or series, to authorize the issuance of authorized but unissued shares of Digital Realty Trust, Inc.’s
common stock or preferred stock and, subject to the voting rights of holders of preferred stock, to classify or reclassify any
unissued shares of Digital Realty Trust, Inc.’s common stock or preferred stock into other classes of series of stock and to set the
preferences, rights and other terms of such classified or reclassified shares. Although Digital Realty Trust, Inc.’s Board of
Directors has no such intention at the present time, it could establish an additional class or series of preferred stock that could,
depending on the terms of such class or series, delay, defer or prevent a transaction or a change of control that might be in the
best interest of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
Certain provisions of Maryland law could inhibit changes in control. Certain provisions of the Maryland General Corporation
Law, or MGCL, may have the effect of impeding a third party from making a proposal to acquire Digital Realty Trust, Inc. or of
impeding a change of control under circumstances that otherwise could be in the best interests of Digital Realty Trust, Inc.’s
stockholders and Digital Realty Trust, L.P.’s unitholders, including:

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●
“business combination” provisions that, subject to limitations, prohibit certain business combinations between Digital
Realty Trust, Inc. and an “interested stockholder” (defined generally as any person who beneficially owns, directly or
indirectly, 10% or more of the voting power of the outstanding shares of Digital Realty Trust, Inc.’s voting stock or an
affiliate or associate of Digital Realty Trust, Inc. who, at any time within the two-year period prior to the date in
question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding
shares of Digital Realty Trust, Inc.’s stock) or an affiliate thereof for five years after the most recent date on which the
stockholder becomes an interested stockholder, and thereafter impose special appraisal rights and supermajority voting
requirements on these combinations; and
●
“control share” provisions that provide that “control shares” of Digital Realty Trust, Inc. (defined as shares which,
when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle
the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control
share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding
“control shares”) have no voting rights except to the extent approved by Digital Realty Trust, Inc.’s stockholders by the
affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Digital Realty Trust, Inc. has opted out of these provisions of the MGCL, in the case of the business combination provisions of
the MGCL by resolution of its Board of Directors, and in the case of the control share provisions of the MGCL pursuant to a
provision in its bylaws. However, Digital Realty Trust, Inc.’s Board of Directors may by resolution elect to opt in to the business
combination provisions of the MGCL and Digital Realty Trust, Inc. may, by amendment to its bylaws, opt in to the control share
provisions of the MGCL in the future.
The provisions of Digital Realty Trust, Inc.’s charter governing removal of directors and the advance notice provisions of Digital
Realty Trust, Inc.’s bylaws could delay, defer or prevent a change of control or other transaction that might be in the best
interests of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders. Likewise, if Digital Realty
Trust, Inc.’s board of directors were to opt in to the business combination provisions of the MGCL or the provisions of Title 3,
Subtitle 8 of the MGCL not currently applicable to Digital Realty Trust, Inc., or if the provision in Digital Realty Trust, Inc.’s
bylaws opting out of the control share acquisition provisions of the MGCL were rescinded, these provisions of the MGCL could
have similar effects.
The conversion rights of Digital Realty Trust, Inc.’s preferred stock may be detrimental to holders of Digital Realty
Trust, Inc.’s common stock.
Digital Realty Trust, Inc. currently has outstanding 8,000,000 shares of 5.250% series J cumulative redeemable preferred stock,
8,400,000 shares of 5.850% series K cumulative redeemable preferred stock and 13,800,000 shares of 5.200% series L
cumulative redeemable preferred stock, each series of which may be converted into Digital Realty Trust, Inc.’s common stock
upon the occurrence of limited specified change in control transactions. The conversion of the series J preferred stock, series K
preferred stock or series L preferred stock for Digital Realty Trust, Inc.’s common stock would dilute stockholder ownership in
Digital Realty Trust, Inc. and unitholder ownership in Digital Realty Trust, L.P., and could adversely affect the market price of
Digital Realty Trust, Inc. common stock and could impair Digital Realty Trust, Inc.’s ability to raise capital through the sale of
additional equity securities.
Digital Realty Trust, Inc.’s rights and the rights of its stockholders to take action against its directors and officers are
limited.
Maryland law provides that Digital Realty Trust, Inc.’s directors have no liability in their capacities as directors if they perform
their duties in good faith, in a manner they reasonably believe to be in the Company’s best interests and with the care that an
ordinarily prudent person in a like position would use under similar circumstances. As permitted by the MGCL, Digital Realty
Trust, Inc.’s charter limits the liability of Digital Realty Trust, Inc.’s directors and officers to the Company and its stockholders
for money damages, except for liability resulting from:
●
actual receipt of an improper benefit or profit in money, property or services; or
●
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to
the cause of action adjudicated.

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In addition, Digital Realty Trust, Inc.’s charter authorizes Digital Realty Trust, Inc. to obligate itself, and Digital Realty
Trust, Inc.’s bylaws require it, to indemnify Digital Realty Trust, Inc.’s directors and officers for actions taken by them in those
capacities and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse
their reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law.
Further, Digital Realty Trust, Inc. has entered into indemnification agreements with its directors and officers. As a result, Digital
Realty Trust, Inc. and its stockholders may have more limited rights against its directors and officers than might otherwise exist
under common law. Accordingly, in the event that actions taken in good faith by any of Digital Realty Trust, Inc.’s directors or
officers impede the performance of the Company, the Company’s stockholders’ ability to recover damages from that director or
officer will be limited.
Risks Related to Taxes and Digital Realty Trust, Inc.’s Status as a REIT
Failure to qualify as a REIT would have significant adverse consequences to Digital Realty Trust, Inc. and its
stockholders and to Digital Realty Trust, L.P. and its unitholders.
Digital Realty Trust, Inc. has operated and intends to continue operating in a manner that it believes will allow it to qualify as a
REIT for U.S. federal income tax purposes under the Code. Digital Realty Trust, Inc. has not requested and does not plan to
request a ruling from the Internal Revenue Service, or the IRS, that it qualifies as a REIT. Qualification as a REIT involves the
application of highly technical and complex Code provisions for which there are only limited judicial and administrative
interpretations. The complexity of these provisions and of the applicable Treasury regulations promulgated under the Code, or
Treasury Regulations, is greater in the case of a REIT that, like Digital Realty Trust, Inc., holds its assets through a partnership.
The determination of various factual matters and circumstances not entirely within Digital Realty Trust, Inc.’s control may affect
its ability to qualify as a REIT. In order to qualify as a REIT, Digital Realty Trust, Inc. must satisfy a number of requirements,
including requirements regarding the ownership of its stock, requirements regarding the composition of its assets and
requirements regarding the source of its income. Also, Digital Realty Trust, Inc. must make distributions to stockholders
aggregating annually at least 90% of its REIT taxable income, excluding any net capital gains.
Furthermore, we own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be
taxed as REITs under the Code, or a subsidiary REIT. Provided that each subsidiary REIT qualifies as a REIT, our interest in
such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests. To qualify as a REIT,
the subsidiary REIT must independently satisfy all of the REIT qualification requirements. The failure of a subsidiary REIT to
qualify as a REIT could have an adverse effect on Digital Realty Trust, Inc.’s ability to comply with the REIT income and asset
tests, and thus its ability to qualify as a REIT.
If Digital Realty Trust, Inc. loses its REIT status, it will face serious tax consequences that would substantially reduce its cash
available for distribution, including cash available to pay dividends to its stockholders, for each of the years involved because:
●
Digital Realty Trust, Inc. would not be allowed a deduction for dividends paid to stockholders in computing its taxable
income and would be subject to federal and state corporate income taxes on its taxable income;
●
Digital Realty Trust, Inc. also could be subject to a federal alternative minimum tax and possibly increased state and
local taxes; and
●
unless Digital Realty Trust, Inc. is entitled to relief under applicable statutory provisions, it could not elect to be taxed
as a REIT for four taxable years following the year during which it was disqualified.
In addition, if Digital Realty Trust, Inc. fails to qualify as a REIT, it will not be required to make distributions to common
stockholders, and accordingly, distributions Digital Realty Trust, L.P. makes to its unitholders could be similarly reduced. As a
result of all these factors, Digital Realty Trust, Inc.’s failure to qualify as a REIT could impair our ability to expand our business
and raise capital, and could materially adversely affect the value of Digital Realty Trust, Inc.’s stock and Digital Realty
Trust, L.P.’s units.

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44
In certain circumstances, Digital Realty Trust, Inc. may be subject to federal and state taxes as a REIT, which would
reduce its cash available for distribution to its stockholders.
Even if Digital Realty Trust, Inc. qualifies as a REIT for U.S. federal income tax purposes, it may be subject to some federal,
state and local taxes on its income or property and, in certain cases, a 100% penalty tax, in the event it sells property as a dealer.
In addition, our domestic taxable REIT subsidiaries, including Digital Services, Inc., could be subject to federal, state and local
taxes, and our foreign properties and companies are subject to tax in the jurisdictions in which they operate and are located. A
domestic taxable REIT subsidiary is subject to U.S. federal income tax as a regular C corporation. In addition, a 100% excise tax
will be imposed on certain transactions between a taxable REIT subsidiary and its parent REIT that are not conducted on an
arm’s length basis. Any federal, state or foreign taxes Digital Realty Trust, Inc. pays will reduce its cash available for distribution
to stockholders.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and
estates is 20%. Dividends payable by REITs, however, generally are not eligible for these reduced rates. U.S. stockholders that
are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (i.e., dividends not designated as
capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026.
Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6%
assuming the stockholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to
corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may
perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay
dividends treated as qualified dividend income, which could materially and adversely affect the value of the shares of REITs,
including the per share trading price of Digital Realty Trust, Inc.’s capital stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which
would be treated as sales for U.S. federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales
or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of
business. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the
ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is
a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or
that we will always be able to make use of the available safe harbors.
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise
attractive investments.
To qualify as a REIT for U.S. federal income tax purposes, Digital Realty Trust, Inc. must continually satisfy tests concerning,
among other things, its sources of income, the nature and diversification of its assets (including its proportionate share of Digital
Realty Trust, L.P.’s assets), the amounts it distributes to its stockholders and the ownership of its capital stock. If Digital Realty
Trust, Inc. were to fail to comply with one or more of the asset tests at the end of any calendar quarter, it would need to correct
the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its
REIT qualification and suffering adverse tax consequences. In order to meet these tests, we may be required to forgo investments
we might otherwise make or to liquidate otherwise attractive investments. Thus, compliance with the REIT requirements may
hinder our performance and reduce amounts available for distribution to Digital Realty Trust, Inc.’s stockholders and Digital
Realty Trust, L.P.’s unitholders.

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45
The power of Digital Realty Trust, Inc.’s Board of Directors to revoke Digital Realty Trust, Inc.’s REIT election without
stockholder approval may cause adverse consequences to Digital Realty Trust, Inc.’s stockholders and Digital Realty
Trust, L.P.’s unitholders.
Digital Realty Trust, Inc.’s charter provides that its Board of Directors may revoke or otherwise terminate its REIT election,
without the approval of its stockholders, if the Board determines that it is no longer in Digital Realty Trust, Inc.’s best interests to
continue to qualify as a REIT. If Digital Realty Trust, Inc. ceases to qualify as a REIT, it would become subject to U.S. federal
and state corporate income taxes on its taxable income and it would no longer be required to distribute most of its taxable
income to its stockholders and, accordingly, distributions Digital Realty Trust, L.P. makes to its unitholders could be similarly
reduced.
If Digital Realty Trust, L.P. were to fail to qualify as a partnership for U.S. federal income tax purposes, Digital Realty
Trust, Inc. would fail to qualify as a REIT and suffer other adverse consequences.
We believe that Digital Realty Trust, L.P. has been organized and operated in a manner that will allow it to be treated as a
partnership, and not an association or publicly traded partnership taxable as a corporation, for U.S. federal income tax purposes.
As a partnership, Digital Realty Trust, L.P. is not subject to U.S. federal income tax on its income. Instead, each of its partners,
including Digital Realty Trust, Inc., is allocated, and may be required to pay tax with respect to, that partner’s share of Digital
Realty Trust, L.P.’s income. No assurance can be provided, however, that the IRS will not challenge Digital Realty Trust, L.P.’s
status as a partnership for U.S. federal income tax purposes or that a court would not sustain such a challenge. If the IRS were
successful in treating Digital Realty Trust, L.P. as an association or publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes, Digital Realty Trust, Inc. would fail to meet the gross income tests and certain of the asset tests
applicable to REITs and, accordingly, would cease to qualify as a REIT. Such REIT qualification failure could impair our ability
to expand our business and raise capital, and would materially adversely affect the value of Digital Realty Trust, Inc.’s stock and
Digital Realty Trust, L.P.’s units. Also, the failure of Digital Realty Trust, L.P. to qualify as a partnership would cause it to
become subject to federal corporate income tax, which would reduce significantly the amount of its cash available for debt
service and for distribution to its partners, including Digital Realty Trust, Inc.
Tax liabilities and attributes inherited in connection with acquisitions may adversely impact our business.
From time to time, we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to
the historic tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of
its assets within five years of the acquisition, we could be required to pay tax on any built-in gain attributable to such assets
determined as of the date on which we acquired the assets. In addition, in order to qualify as a REIT, at the end of any
taxable year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C
corporation, we must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the
taxable year in which we acquire the corporation. We also could be required to pay the acquired entity’s unpaid taxes even
though such liabilities arose prior to the time we acquired the entity.
Changes in U.S. or foreign tax laws and regulations, including changes to tax rates, legislation and other actions may
adversely affect our results of operations, our stockholders, Digital Realty Trust, L.P.’s unitholders and us.
We are headquartered in the United States with subsidiaries and operations globally and are subject to income taxes in these
jurisdictions. Significant judgment is required in determining our provision for income taxes. Although we believe that we have
adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no
assurance that additional taxes will not be due upon audit of our tax returns or as a result of changes to applicable tax laws. The
governments of many of the countries in which we operate may enact changes to the tax laws of such countries, including
changes to the corporate recognition and taxation of worldwide income. The nature and timing of any changes to each
jurisdiction’s tax laws and the impact on our future tax liabilities cannot be predicted with any accuracy but could materially and
adversely impact our results of operations and cash flows. The Organization for Economic Cooperation and Development (the
“OECD”) has developed a framework to establish certain international standards for taxing the worldwide income of
multinational companies, including, among other things, provisions that would ensure all companies pay a global minimum tax
of 15% (the “Pillar Two rules”). While the United States has not yet adopted the Pillar Two rules, various other governments
around the world have enacted or are enacting such legislation. We are continuing to evaluate the impacts of these developments
in the jurisdictions in which we operate, including our qualification for certain exceptions to the application of these rules.

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46
Additionally, each of our properties is subject to real property and personal property taxes. These taxes may increase as tax rates
change and as the properties are assessed or reassessed by taxing authorities. Any increase in property taxes on our properties
could have a material adverse effect on our revenues and results of operations.
Further, the rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative
process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application,
could materially and adversely affect Digital Realty Trust, Inc.’s stockholders, Digital Realty Trust, L.P.’s unitholders and us. We
cannot predict how changes in the tax laws might affect our investors and us. New legislation, Treasury Regulations,
administrative interpretations or court decisions could significantly and adversely affect Digital Realty Trust, Inc.’s ability to
qualify as a REIT, the U.S. federal income tax consequences of such qualification, or the U.S. federal income tax consequences
of an investment in us. Moreover, the law relating to the tax treatment of other entities, or an investment in other entities, could
change, making an investment in such other entities more attractive relative to an investment in a REIT.
Forward-Looking Statements
We make statements in this report that are forward-looking statements within the meaning of the federal securities laws. In
particular, statements pertaining to our capital resources, portfolio performance, our ability to lease vacant space and space under
development, leverage policy and acquisition and capital expenditure plans, as well as our discussion of “Factors Which
May Influence Future Results of Operations,” contain forward-looking statements. Likewise, all of our statements regarding
anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-
looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,”
“approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or
similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical
matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future
events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and that we may
not be able to realize. We do not guarantee that the transactions and events described will happen as described or that they will
happen at all. The following factors, among others, could cause actual results and future events to differ materially from those set
forth or contemplated in the forward-looking statements:
●
reduced demand for data centers or decreases in information technology spending;
●
decreased rental rates, increased operating costs or increased vacancy rates;
●
increased competition or available supply of data center space;
●
the suitability of our data centers and data center infrastructure, delays or disruptions in connectivity or availability of
power, or failures or breaches of our physical and information security infrastructure or services;
●
breaches of our obligations or restrictions under our contracts with our customers;
●
our inability to successfully develop and lease new properties and development space, and delays or unexpected costs
in development of properties;
●
the impact of current global and local economic, credit and market conditions;
●
global supply chain or procurement disruptions, or increased supply chain costs;
●
the impact from periods of heightened inflation on our costs, such as operating and general and administrative
expenses, interest expense and real estate acquisition and construction costs;
●
the impact on our customers’ and our suppliers’ operations during an epidemic, pandemic, or other global events;
●
our dependence upon significant customers, bankruptcy or insolvency of a major customer or a significant number of
smaller customers, or defaults on or non-renewal of leases by customers;
●
changes in political conditions, geopolitical turmoil, political instability, civil disturbances, restrictive governmental
actions or nationalization in the countries in which we operate;
●
our inability to retain data center space that we lease or sublease from third parties;
●
information security and data privacy breaches;
●
difficulties managing an international business and acquiring or operating properties in foreign jurisdictions and
unfamiliar metropolitan areas;

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47
●
our failure to realize the intended benefits from, or disruptions to our plans and operations or unknown or contingent
liabilities related to, our recent and future acquisitions;
●
our failure to successfully integrate and operate acquired or developed properties or businesses;
●
difficulties in identifying properties to acquire and completing acquisitions;
●
risks related to joint venture investments, including as a result of our lack of control of such investments;
●
risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure
to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our
loan facilities and agreements;
●
our failure to obtain necessary debt and equity financing, and our dependence on external sources of capital;
●
financial market fluctuations and changes in foreign currency exchange rates;
●
adverse economic or real estate developments in our industry or the industry sectors that we sell to, including risks
relating to decreasing real estate valuations and impairment charges and goodwill and other intangible asset impairment
charges;
●
our inability to manage our growth effectively;
●
losses in excess of our insurance coverage;
●
our inability to attract and retain talent;
●
environmental liabilities, risks related to natural disasters and our inability to achieve our sustainability goals;
●
the expected operating performance of anticipated near-term acquisitions and descriptions relating to these
expectations;
●
our inability to comply with rules and regulations applicable to our Company;
●
Digital Realty Trust, Inc.’s failure to maintain its status as a REIT for U.S. federal income tax purposes;
●
Digital Realty Trust, L.P.’s failure to qualify as a partnership for U.S. federal income tax purposes;
●
restrictions on our ability to engage in certain business activities;
●
changes in local, state, federal and international laws and regulations, including related to taxation, real estate and
zoning laws, and increases in real property tax rates; and
●
the impact of any financial, accounting, legal or regulatory issues or litigation that may affect us.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial
performance, including factors and risks included in other sections of this report, including under Part I, Item 1A, Risk Factors.
Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it
is not possible for management to identify all such risk factors, nor can we assess the impact of all such risk factors on the
business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not
guaranties of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to
reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes.
ITEM 1B.         UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.         CYBERSECURITY
Cybersecurity Risk Management and Strategy
We have developed and implemented cybersecurity risk management processes intended to protect the confidentiality, integrity,
and availability of our information systems.
We utilize the United States National Institute of Standards and Technology, Cybersecurity Framework (NIST CSF) in 
considering the design and in assessing our processes.  This does not imply that we meet any particular technical standards, 
specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity 
risks relevant to our business.

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48
We have integrated aspects of our cybersecurity risk management processes into our overall risk management program through,
for example, common methodologies, reporting channels and governance processes that apply across the overall risk
management program to other risk areas.
Our cybersecurity risk management processes include, but are not limited to:
●
independent maturity assessments designed to help identify significant cybersecurity risks to our IT environment and
systems;
●
a cyber resilience team jointly responsible for managing (1) our cybersecurity risk assessment processes, (2) our 
security controls, and (3) our response to cybersecurity incidents;  
●
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security
controls;
●
cybersecurity awareness training of our employees, incident response personnel, and senior management;
●
a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
●
a risk management process for service providers, suppliers, and vendors that aligns to our compliance requirements.
We have not identified risks from known cybersecurity threats as a result of any prior cybersecurity incidents that have
materially affected us, including our operations, business strategy, results of operations, or financial condition. We face complex
risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business
strategy, results of operations, or financial condition. See “Risk Factors—We and our third-party providers are vulnerable to
cyberattacks and security breaches that could materially disrupt or compromise our operations, data and results.” There can be
no assurance that our cybersecurity risk management processes, including our policies, controls or procedures, will be fully
implemented as currently anticipated, complied with or effective in protecting our systems and information or in allowing us to
recover from a cybersecurity incident.
Cybersecurity Governance
Our Board considers cybersecurity and other information technology risks as part of its risk management and compliance
oversight function. The Board oversees management’s implementation of our cybersecurity risk management processes and
receives reports from management on our cybersecurity risks at least twice a year. In addition, management updates the Board,
as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Board
receives briefings from management on our cyber risk management processes, and it receives presentations on cybersecurity
topics from our Chief Technology Officer, Chief Information Security Officer and Chief Information Officer, internal security
staff or external experts as part of the Board’s continuing education on topics that impact public companies.
Our management team has overall responsibility for assessing and managing material risks from cybersecurity threats, and for 
executing on our cybersecurity risk management processes.  Our Chief Technology Officer, Chief Information Officer and Chief
Information Security Officer, among others, have decades of combined experience in areas such as information technology, 
compliance, and cybersecurity program design and management.  Additionally, certain leaders and personnel within the 
cybersecurity operations team hold industry certifications, such as Certified Information Systems Security Professional or 
Certified Information Security Manager.  Our management team works closely with our cybersecurity operations team to stay
informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various
means, which may include briefings from internal security personnel, threat intelligence and other information obtained from
governmental, public or private sources, including external consultants engaged by us, and alerts and reports produced by
security tools deployed in the IT, Operational Technology (OT), and products and services environments.

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49
ITEM 2.           PROPERTIES
General
In addition to the information in this Item 2, certain information regarding our portfolio is contained in Schedule III (Financial
Statement Schedule) under Part IV, Item 15(a)(2) and which is included in Part II, Item 8.
Our Portfolio
The following table presents an overview of our portfolio of properties, including the 78 data centers held as investments in
unconsolidated entities and developable land, based on information as of December 31, 2024 (amounts in thousands). All data
centers are held in fee simple except as otherwise indicated. Please refer to Note 11. “Debt of the Operating Partnership” in the
Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K for a description
of all applicable encumbrances as of December 31, 2024.
    
    
    
Space Under
    
    
 
Data Center
Net Rentable
Active
Space Held for
Occupancy
Metropolitan Area
Buildings
Square Feet (1)
Development (Sq Ft) (2)
Development (Sq Ft) (3)
Percentage (4)
North America
Northern Virginia
 
 18  
 5,372  
 1,571  
 254  
 92.8 %
Dallas
 
 19  
 3,126  
 408  
 110  
 84.0 %
Chicago
 
 7  
 2,262  
 553  
 48  
 92.6 %
New York
 
 11  
 1,553  
 87  
 100  
 73.7 %
Silicon Valley
 
 13  
 1,524  
 —  
 —  
 87.9 %
Portland
 
 3  
 1,147  
 —  
 —  
 98.9 %
San Francisco
 
 4  
 844  
 —  
 —  
 61.6 %
Phoenix
 
 2  
 796  
 —  
 —  
 76.7 %
Los Angeles
 
 2  
 611  
 11  
 —  
 79.4 %
Toronto
 2
 593
 130
 135
 96.1 %
Atlanta
 4
 542
 15
 314
 96.7 %
Boston
 3
 437
 —
 51
 38.1 %
Seattle
 
 1  
 397  
 —  
 —  
 73.8 %
Houston
 
 6  
 393  
 —  
 14  
 69.7 %
Miami
 2
 226
 —
 —
 86.0 %
Charlotte
 
 3  
 95  
 —  
 —  
 92.4 %
Austin
 
 1  
 86  
 —  
 —  
 59.7 %
North America Total
 
 101  
 20,004  
 2,775  
 1,025  
 85.5 %
EMEA
  
  
  
  
  
Frankfurt
 24
 1,722
 1,488
 —
 87.2 %
London
 13
 1,412
 13
 76
 61.0 %
Amsterdam
 13
 1,332
 222
 92
 86.2 %
Johannesburg
 5
 1,263
 945
 —
 81.7 %
Paris
 12
 977
 285
 —
 82.8 %
Marseille
 4
 558
 237
 378
 75.4 %
Dublin
 9
 553
 —
 —
 71.3 %
Zurich
 3
 496
 92
 —
 85.2
Vienna
 3
 356
 133
 —
 82.6
Brussels
 3
 338
 —
 —
 69.7
Cape Town
 2
 326
 402
 —
 87.3
Madrid
 4
 308
 100
 —
 76.4 %
Stockholm
 6
 245
 —
 —
 57.7 %
Copenhagen
 3
 226
 —
 99
 69.2 %
Athens
 4
 148
 61
 —
 81.9 %
Dusseldorf
 3
 142
 —
 71
 59.8 %
Durban
 1
 59
 —
 —
 69.7 %
Mombasa
 2
 37
 —
 21
 39.6 %
Zagreb
 1
 24
 10
 —
 94.6 %
Nairobi
 1
 16
 75
 —
 64.6 %
Maputo
 1
 3
 —
 —
 41.6 %
Rome
 1
 0
 37
 —
 100.0 %
Barcelona
 —
 —
 144
 —
 — %
Crete
 —
 —
 11
 —
 — %
EMEA Total
 118
 10,540
 4,254
 738
 78.1 %
Asia Pacific
  
  
  
  
  
Singapore
 3
 793
 —
 97
 91.1 %
Sydney
 4
 361
 —
 88
 83.3 %
Melbourne
 2
 147
 —
 —
 90.6 %
Seoul
 1
 162
 —
 —
 25.2 %
Hong Kong
 1
 114
 66
 104
 73.3 %
Asia Pacific Total
 11
 1,577
 66
 289
 81.2 %
Non-Data Center Properties
 —
 —
 —
 —
 — %
Managed Unconsolidated Entities
  
  
  
  
  

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50
Northern Virginia
 12
 2,793
 792
 —
 97.0 %
Chicago
 3
 1,118
 —
 —
 96.3 %
Frankfurt
 5
 551
 —
 —
 81.0 %
Dallas
 2
 364
 —
 —
 100.0 %
Los Angeles
 2
 197
 —
 —
 80.0 %
Hong Kong
 1
 186
 —
 —
 44.3 %
Silicon Valley
 2
 142
 —
 400
 100.0 %
Toronto
 1
 104
 —
 —
 54.5 %
Paris
 1
 91
 179
 —
 60.1 %
Lagos
 2
 5
 26
 —
 93.3 %
Accra
 —
 —
 24
 —
 — %
Abuja
 
 —
 —
 —
 —
 — %
 
 31  
 5,552  
 1,022  
 400  
 91.8 %
Non-Managed Unconsolidated Entities
 
   
   
   
   
  
Sao Paulo
 25
 1,416
 75
 1,198
 92.0 %
Tokyo
 5
 1,118
 479
 —
 76.2 %
Osaka
 4
 583
 116
 80
 82.0 %
Santiago
 3
 119
 118
 71
 90.1 %
Rio De Janeiro
 2
 112
 —
 —
 100.0 %
Queretaro
 3
 105
 —
 583
 100.0 %
Fortaleza
 1
 94
 —
 —
 22.0 %
Chennai
 1
 55
 —
 104
 2.5 %
Seattle
 1
 51
 —
 —
 100.0 %
Bogota
 2
 —
 —
 197
 — %
 47
 3,654
 787
 2,234
 83.0 %
Total
 
 308  
 41,326  
 8,904  
 4,686  
 84.1 %
Note: Table excludes data centers held for sale. Individual items may not add up to total due to rounding.
(1) Net rentable square feet at a building represents the current square feet at that building under lease as specified in the lease
agreements plus management’s estimate of space available for lease. We estimate the total net rentable square feet available
for lease based on a number of factors in addition to contractually leased square feet, including available power, required
support space and common area. Net rentable square feet includes tenants’ proportional share of common areas but excludes
space held for development.
(2) Space under active development includes current base building and data center projects in progress.
(3) Space held for development includes space held for future data center development, and excludes space under active
development and land held for development.
(4) Excludes space held for development and space under active development. We estimate the total square feet available for
lease based on a number of factors in addition to contractually leased square feet, including available power, required
support space and common area.
We lease space from third parties under noncancellable leases for: our corporate headquarters, several regional office locations,
certain data centers, and certain equipment. In addition, we are subject to ground leases at certain data centers primarily in
Europe and Singapore.

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51
Customer Diversification
The following table sets forth information regarding the 20 largest customers in our portfolio based on annualized recurring
revenue as of December 31, 2024 (dollar amounts in thousands).
Number
Annualized
% of Annualized
Weighted Average 
of 
Recurring
Recurring
Remaining Lease
Tenant
Locations
Revenue (1)
Revenue
Term in Years
1
 
Fortune 50 Software Company
 
 73  
$
 475,081  
 11.5 %  
 
 8.9
2
 
Oracle Corporation
 
 39  
 
 266,603  
 6.4 %  
 
 9.7
3
 
Social Content Platform
 
 30  
 
 229,771  
 5.5 %  
 
 3.7
4
 
Global Cloud Provider
 63  
 
 189,147  
 4.6 %  
 
 4.8
5
 
IBM
 
 36  
 
 119,145  
 2.9 %  
 
 2.8
6
 
Equinix
 
 17  
 
 98,128  
 2.4 %  
 
 5.0
7
 
LinkedIn Corporation
 
 7  
 
 84,509  
 2.0 %  
 
 3.2
8
 
Fortune 25 Investment Grade-Rated Company
 
 29  
 
 64,371  
 1.6 %  
 
 1.9
9
 
Meta Platforms, Inc.
 
 49  
 
 64,157  
 1.5 %  
 
 3.6
10
 
Social Media Platform
 
 5  
 
 63,168  
 1.5 %  
 
 6.4
11
 
Specialized Cloud Provider
 
 2  
 
 58,322  
 1.4 %  
 
 4.7
12
 
Lumen Technologies, Inc.
 
 130  
 
 55,529  
 1.3 %  
 
 8.2
13
 
Fortune 25 Tech Company
 
 54  
 
 54,008  
 1.3 %  
 
 3.3
14
 
Cyxtera
 
 77  
 
 49,890  
 1.2 %  
 
 2.5
15
 
Comcast Corporation
 
 44  
 
 43,900  
 1.1 %  
 
 3.5
16
 
Fortune 500 SaaS Provider
 
 10  
 
 42,462  
 1.0 %  
 
 2.8
17
 
JPMorgan Chase & Co.
 
 19  
 
 40,101  
 1.0 %  
 
 3.4
18
 
Rackspace
 
 23  
 
 37,599  
 0.9 %  
 
 8.9
19
 
Morgan Stanley
 
 13  
 
 37,276  
 0.9 %  
 
 4.4
20
 
Verizon
 
 88  
 
 33,554  
 0.8 %  
 
 12.1
 
Total / Weighted Average
 
$
 2,106,721  
 50.8 %    
 6.1
Note:     Represents consolidated portfolio in addition to our managed portfolio of unconsolidated entities based on our 
ownership percentage. Our direct customers may be the entities named in the table above or their subsidiaries or 
affiliates.
(1) Annualized recurring revenue represents the monthly contractual base rent (defined as cash base rent before abatements),
and interconnection revenue under existing leases as of December 31, 2024 multiplied by 12.

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52
Lease Distribution
The following table sets forth information relating to the distribution of leases in the properties in our portfolio, based on size (in
megawatts), excluding approximately 8.9 million square feet of space under active development and approximately 4.7 million
square feet of space held for development at December 31, 2024, under lease as of December 31, 2024 (dollar and square feet
amounts in thousands).
Total Net
Percentage of Net 
 
Rentable Square 
Rentable Square 
Annualized
Percentage of
Size
Feet(1)
Feet(1)
Rent(2)
Annualized Rent
Available
 
 5,680  
 17.2 %  
 —  
—
0 - 1 MW
 
 5,029  
 15.2 %  
$
 1,316,096  
 35.5 %
> 1 MW
 
 14,819  
 44.9 %  
 
 2,149,122  
 57.9 %
Other (3)
 
 7,471  
 22.7 %  
 
 243,541  
 6.6 %
Total
 
 32,999  
 100.0 %  
$
 3,708,758  
 100.0 %
Note:     Represents consolidated portfolio in addition to our managed portfolio of unconsolidated entities based on our 
ownership percentage.
(1) We estimate the total net rentable square feet available for lease based on a number of factors in addition to contractually
leased square feet, including available power, required support space and common area.
(2) Annualized rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing
leases as of December 31, 2024 multiplied by 12.
(3) Other includes unimproved building shell capacity as well as storage and office space within fully improved data center
facilities.
Lease Expirations
The following table sets forth a summary schedule of the lease expirations for leases in place as of December 31, 2024 plus
available space for ten calendar years and thereafter at the properties in our portfolio. The table excludes space that is currently
under active development or held for development. Unless otherwise stated in the footnotes to the table below, the information
set forth in the table assumes that tenants exercise no renewal options and early termination rights (amounts in thousands, except
per square foot amounts).
Annualized
Annualized
Rent Per
Percentage
Percentage of
Rent Per
Occupied
Square Footage of  
of Net Rentable
Annualized
Annualized
Occupied
Square Foot  
Annualized Rent
Year
Expiring Leases (1)
Square Feet (1)
Rent (2)
Rent (2)
Square Foot  
at Expiration
at Expiration
Available
 
 5,680  
 17.2 %  
 
   
   
   
  
Month to Month (3)
 
 380  
 1.2 %  
$
 70,085  
 1.9 %  
$
 184
$
 184
$
 69,917
2025
 
 4,330  
 13.1 %  
 
 947,948  
 25.6 %  
 
 219
 
 220
 
 950,561
2026
 
 3,359  
 10.2 %  
 
 469,943  
 12.7 %  
 
 140
 
 144
 
 483,057
2027
 
 2,600  
 7.9 %  
 
 401,463  
 10.8 %  
 
 154
 
 163
 
 423,610
2028
 
 2,318  
 7.0 %  
 
 265,374  
 7.2 %  
 
 114
 
 123
 
 285,176
2029
 
 2,950  
 8.9 %  
 
 371,322  
 10.0 %  
 
 126
 
 139
 
 409,651
2030
 
 2,240  
 6.8 %  
 
 257,889  
 7.0 %  
 
 115
 
 130
 
 291,802
2031
 
 1,169  
 3.5 %  
 
 171,662  
 4.6 %  
 
 147
 
 171
 
 200,498
2032
 
 1,013  
 3.1 %  
 
 132,461  
 3.6 %  
 
 131
 
 149
 
 150,482
2033
 
 710  
 2.2 %  
 
 103,000  
 2.8 %  
 
 145
 
 171
 
 121,367
2034
 
 1,902  
 5.8 %  
 
 176,901  
 4.8 %  
 
 93
 
 110
 
 208,656
Thereafter
 
 4,347  
 13.1 %  
 
 340,711  
 9.2 %  
 
 78
 
 100
 
 436,675
Portfolio Total /
Weighted Average
 
 32,999  
 100.0 %  
$
 3,708,758  
 100.0 %  
$
 136
$
 148
$
 4,031,452
Note:     Represents consolidated portfolio in addition to our managed portfolio of unconsolidated entities based on our 
ownership percentage. Individual items may not add up to total due to rounding.

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53
(1) For some of our properties, we calculate square footage based on factors in addition to contractually leased square feet,
including available power, required support space and common area. We estimate the total net rentable square feet available
for lease based on a number of factors in addition to contractually leased square feet, including available power, required
support space and common area.
(2) Annualized rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing
leases as of December 31, 2024 multiplied by 12.
(3) Includes leases, licenses, and similar agreements that upon expiration have been automatically renewed on a month-to-
month basis.
ITEM 3.         LEGAL PROCEEDINGS
In the ordinary course of our business, we may become subject to various legal proceedings. As of December 31, 2024, we
were not a party to any legal proceedings which we believe would have a material adverse effect on our operations or financial
position.
ITEM 4.        MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.      MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Digital Realty Trust, Inc.
Digital Realty Trust, Inc.’s common stock has been listed, and is traded, on the New York Stock Exchange, or the NYSE, under
the symbol “DLR” since October 29, 2004.
Subject to the distribution requirements applicable to REITs under the Code, Digital Realty Trust, Inc. intends, to the extent
practicable, to invest substantially all of the proceeds from sales and refinancings of its assets in real estate-related assets and
other assets. Digital Realty Trust, Inc. may, however, under certain circumstances, make a dividend of capital or of assets. Such
dividends, if any, will be made at the discretion of Digital Realty Trust, Inc.’s Board of Directors.
As of February 18, 2025, there were approximately 66 holders of record of Digital Realty Trust, Inc.’s common stock. This
figure does not reflect the beneficial ownership of shares held in nominee name.
Digital Realty Trust, L.P.
There is no established trading market for Digital Realty Trust, L.P.’s common units of limited partnership. As of February 18,
2025, there were 65 holders of record of common units, including Digital Realty Trust, L.P.’s general partner, Digital Realty
Trust, Inc.
Digital Realty Trust, L.P. currently intends to continue to make regular quarterly distributions to holders of its common units.
Any future distributions will be declared at the discretion of the Board of Directors of Digital Realty Trust, L.P.’s general partner,
Digital Realty Trust, Inc., and will depend on our actual cash flow, financial condition, capital requirements, the annual
distribution requirements under the REIT provisions of the Code, and such other factors as the Board of Directors may deem
relevant.

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54
STOCK PERFORMANCE GRAPH
The following graph compares the yearly change in the cumulative total stockholder return on Digital Realty Trust, Inc.’s
common stock during the period from December 31, 2019 through December 31, 2024, with the cumulative total returns on the
MSCI US REIT Index (RMS) and the S&P 500 Market Index. The comparison assumes that $100 was invested on December 31,
2019 in Digital Realty Trust, Inc.’s common stock and in each of these indices and assumes reinvestment of dividends, if any.
COMPARISON OF CUMULATIVE TOTAL RETURNS
AMONG DIGITAL REALTY TRUST, INC., S&P 500 INDEX AND RMS INDEX
Assumes $100 invested on December 31, 2019 and
dividends reinvested
To fiscal year ending December 31, 2024
Pricing Date
    
DLR($)
    
S&P 500($)
    
RMS($)
December 31, 2019
 
 100.0
 
 100.0
 
 100.0
December 31, 2020
 
 120.5
 
 118.4
 
 92.4
December 31, 2021
 
 157.4
 
 152.4
 
 132.2
December 31, 2022
 
 93.0
 
 124.8
 
 99.8
December 31, 2023
 
 130.1
 
 157.6
 
 113.5
December 31, 2024
 
 176.7
 
 197.0
 
 123.5
●
This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be
incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in
any such filing.
●
The stock price performance shown on the graph is not necessarily indicative of future price performance.
●
The hypothetical investment in Digital Realty Trust, Inc.’s common stock presented in the stock performance graph above is
based on the closing price of the common stock on December 31, 2019.

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55
SALES OF UNREGISTERED EQUITY SECURITIES
Digital Realty Trust, Inc.
None.
Digital Realty Trust, L.P.
During the year ended December 31, 2024, our Operating Partnership issued partnership units in private placements in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set
forth below:
During the year ended December 31, 2024, Digital Realty Trust, Inc. issued an aggregate of 392,050 shares of its common stock
in connection with restricted stock awards for no cash consideration. For each share of common stock issued by Digital Realty
Trust, Inc. in connection with such awards, our Operating Partnership issued a restricted common unit to Digital Realty
Trust, Inc. During the year ended December 31, 2024, our Operating Partnership issued an aggregate of 392,050 common units
to Digital Realty Trust, Inc., as required by our Operating Partnership’s partnership agreement. During the year ended
December 31, 2024, an aggregate of 117,271 shares of its common stock were forfeited to Digital Realty Trust, Inc. in
connection with restricted stock awards for a net issuance of 274,779 shares of common stock.
All other issuances of unregistered equity securities of our Operating Partnership during the year ended December 31, 2024 have
been disclosed previously in filings with the SEC. For all issuances of units to Digital Realty Trust, Inc., our Operating
Partnership relied on Digital Realty Trust, Inc.’s status as a publicly traded NYSE-listed company with over $45 billion in total
consolidated assets and as our Operating Partnership’s majority owner and general partner as the basis for the exemption under
Section 4(a)(2) of the Securities Act.
REPURCHASES OF EQUITY SECURITIES
Digital Realty Trust, Inc.
None.
Digital Realty Trust, L.P.
None.
ITEM 6.       [Reserved]

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56
ITEM 7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto included in
Item 8. of this report and the matters described under Item 1A. Risk Factors. We make statements in this section that are forward-
looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements,
see the section in this report entitled “Forward-Looking Statements.”
A discussion regarding our financial condition and results of operations for 2024 as compared to 2023 is presented herein.
Information on 2022 is presented in graphs and other tables only to show year-over-year trends in our results of operations and
operating metrics. Our financial condition for 2022 and results of operations for 2022 – and also 2022 as compared to 2023 – can
be found under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024.
Business Overview and Strategy
Digital Realty Trust, Inc., through its controlling interest in Digital Realty Trust, L.P. and its subsidiaries, delivers comprehensive
space, power, and interconnection solutions that enable its customers and partners to connect with each other and service their
own customers on a global technology and real estate platform. We are a leading global provider of data center, colocation and
interconnection solutions for customers across a variety of industry verticals. Digital Realty Trust, Inc. operates as a REIT for
U.S. federal income tax purposes, and our Operating Partnership is the entity through which we conduct our business and own
our assets.
Our primary business objectives are to maximize:
(i)
sustainable long-term growth in earnings and funds from operations per share and unit;
(ii) cash flow and returns to our stockholders and Digital Realty Trust, L.P.’s unitholders through the payment of
distributions; and
(iii) return on invested capital.
We expect to accomplish our objectives by achieving superior risk-adjusted returns, prudently allocating capital, diversifying our
product offerings, accelerating our global reach and scale, and driving revenue growth and operating efficiencies. A significant
component of our current and future internal growth is anticipated through the development of our existing space held for
development, acquisition of land for future development, and acquisition of new properties.
We target high-quality, strategically located properties containing the physical and connectivity infrastructure that supports the
applications and operations of data center and technology industry customers and properties that may be developed for such use.
Most of our data center properties contain fully redundant electrical supply systems, multiple power feeds, above-standard
cooling systems, raised floor areas, extensive in-building communications cabling and high-level security systems.
Fundamentally, we bring together foundational real estate and innovative technology expertise around the world to deliver a
comprehensive, dedicated product suite to meet customers’ data and connectivity needs. We represent an important part of the
digital economy that we believe will benefit from powerful, long-term growth drivers.
We have developed detailed, standardized procedures for evaluating new real estate investments to ensure that they meet our
financial, technical and other criteria. We expect to continue to acquire additional assets as part of our growth strategy. We intend
to aggressively manage and lease our assets to increase their cash flow. We may continue to build out our development portfolio
when justified by anticipated demand and returns.

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57
We may acquire properties subject to existing mortgage financing and other indebtedness or we may incur new indebtedness in
connection with acquiring or refinancing these properties. Debt service on such indebtedness will have a priority over any cash
dividends with respect to Digital Realty Trust, Inc.’s common stock and preferred stock. We are committed to maintaining a
conservative capital structure. Our goal is to average through business cycles the following financial ratios: 1) a debt-to-Adjusted
EBITDA ratio around 5.5x, 2) a fixed charge coverage of greater than three times, and 3) floating rate debt at less than 20% of
total outstanding debt. In addition, we strive to maintain a well-laddered debt maturity schedule, and we seek to maximize the
menu of our available sources of capital, while minimizing the cost.
Summary of 2024 Significant Activities
We completed the following significant activities in 2024 as described in the Notes to the Consolidated Financial Statements:
●
In January 2024, we:
o
formed a joint venture with Blackstone Inc. to develop four hyperscale data center campuses across Frankfurt,
Paris and Northern Virginia. We received approximately $231 million of net proceeds from the contribution of
our data centers to the first phase of the joint venture and retained a 20% interest in the joint venture. As a
result of transferring control, we derecognized the data centers and recognized a loss on disposition of
approximately $0.3 million. We perform the day-to-day accounting and property management functions for
the joint ventures and, as such, will earn management fees; and
o
closed on the sale of our interest in four data centers to Brookfield Infrastructure Partners L.P., or Brookfield,
for approximately $271 million. The sale was completed subsequent to Brookfield’s November 2023
acquisition of one of our customers, Cyxtera Technologies. As a result of the sale, we recognized a total gain
on disposition of approximately $200.5 million, of which $191.6 million is included within Gain on
disposition of properties, net and $8.9 million is included within Equity in (loss) earnings of unconsolidated
entities on our condensed consolidated income statements.
●
In March 2024, we formed a joint venture with Mitsubishi Corporation, or Mitsubishi, to support the development of
two data centers in the Dallas metro area. The facilities were 100% pre-leased prior to construction. We contributed the
two data center buildings at a contribution value of approximately $261 million. We received approximately $153
million of gross proceeds from the contribution of our data centers to the joint venture and retained a 35% interest in
the joint venture. Mitsubishi contributed such cash in exchange for a 65% interest in the joint venture. As a result of
transferring control, we derecognized the data centers and recognized a gain on disposition of approximately
$7.0 million. We perform the day-to-day accounting and property management functions for the joint venture and, as
such, will earn a management fee.
●
In April 2024, we:
o
expanded our existing joint venture with GI Partners with the sale to GI Partners of a 75% interest in a third
facility on the same hyperscale data center campus in Chicago. We contributed the data center at a value of
approximately $453 million. We received approximately $386 million of net proceeds from the contribution of
our data center to the joint venture and the associated financing and retained a 25% interest in the joint
venture. As a result of transferring control, we derecognized the data center and recognized a gain on
disposition of approximately $172 million; and
o
completed the sale of an additional 24.9% interest in a data center facility in Frankfurt, Germany to DCREIT
for total consideration of approximately $126 million, and DCREIT then had a 49.9% interest in the Frankfurt
data center. Because the Company still controlled this asset, no gain or loss was recorded on this 49.9%
interest. In connection with this transaction, DCREIT loaned the consolidated subsidiary that owns the data
center approximately $80 million. In December 2024, we

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Index to Financial Statements
58
closed on the sale to DCREIT of an additional 15.1% interest in a data center located in Frankfurt, Germany
for approximately $77 million. The transaction valued the Frankfurt facility at €470 million or $498 million (at
100% share). Including two prior investments, DCREIT now owns a 65% interest in this Frankfurt data center.
We have retained a 35% interest in the Frankfurt facility. As a result of transferring control, we derecognized
the Frankfurt facility and recognized a gain on disposition of approximately $101 million; and
●
In May 2024, Digital Realty Trust, Inc. and Digital Realty Trust, L.P. entered into an underwriting agreement with
BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several
underwriters relating to the sale of up to approximately 12.1 million shares of common stock (including approximately
1.6 million shares that the underwriters had the option to purchase, and which option was exercised in full on May 8,
2024), at a purchase price to the underwriters of $136.66 per share. The offering closed on May 10, 2024, and we
received net proceeds of approximately $1.7 billion.
●
In September 2024:
o
Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the Operating Partnership, issued
and sold €850 million aggregate principal amount of 3.875% Guaranteed Notes due 2033 (the “2033 Notes”).
Net proceeds from the offering were approximately €843 million (approximately $933 million based on the
exchange rate on September 13, 2024) after deducting managers’ discounts and estimated offering expenses;
and
o
we refinanced our Global Revolving Credit Facility and Yen Revolving Credit Facility. The Global Revolving
Credit Facilities provide for borrowings up to $4.4 billion (including approximately $0.3 billion available to
be drawn on the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as
of December 31, 2024. The Global Revolving Credit Facility provides for borrowings in a variety of
currencies and can be increased by an additional $1.8 billion, subject to receipt of lender commitments and
other conditions precedent. Both facilities mature on January 24, 2029, with two six-month extension options
available.
●
In November 2024, Digital Realty Trust, L.P. issued $1,150,000,000 principal amount of its 1.875% Exchangeable
Senior Notes due 2029 (the “Exchangeable Notes”). Net proceeds from the offering were approximately $1.13 billion
after deducting managers’ discounts and offering expenses.
●
In December 2024, the second phase of the Blackstone Inc. joint venture closed on hyperscale data center campuses in
Frankfurt and Northern Virginia. We received approximately $385 million of net proceeds from the contribution of our
data centers to the second phase of the joint venture and retained a 20% interest in the joint venture. As a result of
transferring control, we derecognized the data centers and recognized a gain on disposition of approximately $44.5
million.

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59
Revenue Base
Most of our revenue consists of rental income generated by the data centers in our portfolio. Our ability to generate and grow
revenue depends on several factors, including our ability to maintain or improve occupancy rates. A summary of our data center
portfolio and related square feet (in thousands) occupied (excluding space under development or held for development) is shown
below. Unconsolidated portfolios shown below consist of assets owned by unconsolidated entities in which we have invested.
We often provide management services for these entities under management agreements and receive management fees. These are
shown as Managed Unconsolidated Portfolio. Entities for which we do not provide such services are shown as Non-Managed
Unconsolidated Portfolio.
As of December 31, 2024
As of December 31, 2023
Region
Data Center
Buildings
Net Rentable
Square Feet (1)
Space Under
Active
Development (2)
Space Held for
Development (3)
Occupancy
Data Center
Buildings
Net Rentable
Square Feet (1)
Space Under
Active
Development (2)
Space Held for
Development (3)
Occupancy
North America
 101
 20,004
 2,775
 1,025
 85.5 %
 107
 20,150
 2,590
 1,335
 83.8 %
Europe
 106
 8,836
 2,833
 717
 77.3 %
 112
 8,873
 3,291
 319
 75.8 %
Asia Pacific
 11
 1,577
 66
 289
 81.2 %
 11
 1,652
 73
 207
 76.7 %
Africa
 12
 1,704
 1,422
 21
 82.8 %
 12
 1,528
 1,581
 23
 71.0 %
Consolidated Portfolio
 230
 32,120
 7,096
 2,052
 82.9 %
 242
 32,203
 7,535
 1,884
 79.8 %
Managed Unconsolidated
Portfolio
 31
 5,552
 1,022
 400
 91.8 %
 22
 3,843
 364
 —
 93.7 %
Non-Managed Unconsolidated
Portfolio
 47
 3,654
 787
 2,234
 83.0 %
 45
 3,641
 571
 2,246
 85.3 %
Total Portfolio
 308
 41,326
 8,904
 4,686
 84.1 %
 309
 39,688
 8,470
 4,130
 81.7 %
Note: Table excludes data centers held for sale. Individual items may not add up to total due to rounding.
(1) Net rentable square feet represent the current square feet under lease as specified in the applicable lease agreement plus
management’s estimate of space available for lease based on engineering drawings. The amount includes customers’
proportional share of common areas but excludes space held for the intent of or under active development.
(2) Space under active development includes current base building and data center projects in progress, and excludes space held
for development. For additional information on the current and future investment for space under active development, see
“Liquidity and Capital Resources—Development Projects”.
(3) Space held for development includes space held for future data center development and excludes space under active
development. For additional information on the current investment for space held for development, see “Liquidity and
Capital Resources—Development Projects”.
Leasing Activities
Due to the capital-intensive and long-term nature of the operations we support, our lease terms with customers are generally
longer than standard commercial leases. As of December 31, 2024, our average remaining lease term was approximately five
years.
Our ability to re-lease expiring space at rental rates equal to or in excess of current rental rates will impact our results of
operations. The subsequent table summarizes our leasing activity in the year ended December 31, 2024 (square feet in
thousands):

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TI’s/Lease
    
Weighted
Commissions 
Average Lease 
Rentable
Expiring 
New
Rental Rate
Per Square 
Terms 
Square Feet (1)
Rates (2)
Rates (2)
Changes
Foot
(years)
Leasing Activity (3)(4)
 
   
   
   
   
   
  
Renewals Signed
 
   
   
   
   
   
  
0 — 1 MW
 
 2,082
$
 251
$
 264  
 5.0 %  
$
 1  
 1.5
> 1 MW
 
 2,513
$
 129
$
 164  
 27.4 %  
$
 1  
 5.5
Other (6)
 
 404
$
 46
$
 68  
 47.1 %  
$
 2  
 5.4
New Leases Signed (5)
 
 
 
 
 
 
0 — 1 MW
 
 649
 
 —
$
 294  
 —
$
 10  
 3.9
> 1 MW
 
 2,581
 
 —
$
 302  
 —
$
 —  
 11.6
Other (6)
 
 105
 
 —
$
 63  
 —
$
 10  
 12.2
Leasing Activity Summary
 
 
  
 
 
 
   
  
0 — 1 MW
 
 2,731
 
$
 271  
 
 
  
> 1 MW
 
 5,094
 
$
 234  
 
 
  
Other (6)
 
 509
 
$
 67  
 
 
  
(1) For some of our properties, we calculate square footage based on factors in addition to contractually leased square feet,
including power, required support space and common area.
(2) Rental rates represent average annual estimated base cash rent per rentable square foot – calculated for each contract based
on total cash base rent divided by the total number of years in the contract (including any tenant concessions). All rates were
calculated in the local currency of each contract and then converted to USD based on average exchange rates for the period
December 31, 2024.
(3) Excludes short-term leases (less than 12 months).
(4) Commencement dates for the leases signed range from 2024 to 2025.
(5) Includes leases signed for new and re-leased space.
(6) Other includes Powered Base Building shell capacity as well as storage and office space within fully improved data center
facilities.
We continue to see strong demand in most of our key metropolitan areas for data center space and, subject to the supply of
available data center space in these metropolitan areas, we expect average aggregate rental rates on renewed data center leases
for 2025 expirations to be positive as compared with the rates currently being paid for the same space on a GAAP basis and on a
cash basis. Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or
that our data centers will be re-leased at all or at rental rates equal to or above the current average rental rates. Further, re-
leased/renewed rental rates in a particular metropolitan area may not be consistent with rental rates across our portfolio as a
whole and may fluctuate from one period to another due to a number of factors, including local economic conditions, local
supply and demand for data center space, competition from other data center developers or operators, the condition of the
property and whether the property, or space within the property, has been developed.

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Geographic concentration
We depend on the market for data centers in specific geographic regions and significant changes in these regional or
metropolitan areas can impact our future results. The following table shows the geographic concentration based on annualized
rent from our portfolio, including data centers held as investments in unconsolidated entities.
    
Percentage of
December 31, 2024
Metropolitan Area
Total annualized rent (1)
Northern Virginia
 
 19.6 %
Chicago
 
 7.7 %
Frankfurt
 
 5.9 %
Dallas
 
 5.3 %
London
 
 5.0 %
Singapore
 
 4.6 %
New York
 4.4 %
Amsterdam
 
 4.0 %
Silicon Valley
 
 4.0 %
Sao Paulo
 
 3.9 %
Portland
 
 3.4 %
Johannesburg
 
 3.2 %
Paris
 
 2.9 %
Tokyo
 
 2.0 %
Phoenix
 1.7 %
Other
 
 22.4 %
Total
 
 100.0 %
(1) Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of the end
of the period presented multiplied by 12. Includes consolidated portfolio and unconsolidated entities at the entities’ 100%
ownership level. The aggregate amount of abatements for the year ended December 31, 2024 was approximately $44.3
million.
Operating Expenses
Operating expenses primarily consist of utilities, property and ad valorem taxes, property management fees, insurance and site
maintenance costs, and rental expenses on our ground and building leases. Our buildings require significant power to support
data center operations and the cost of electric power and other utilities is a significant component of operating expenses.
Many of our leases contain provisions under which tenants reimburse us for all or a portion of property operating expenses and
real estate taxes incurred by us. However, in some cases we are not entitled to reimbursement of property operating expenses,
other than utility expense, and real estate taxes under our leases for Turn-Key Flex® facilities. We expect to incur additional
operating expenses as we continue to expand.
Costs pertaining to our asset management function, legal, accounting, corporate governance, reporting and compliance are
categorized as general and administrative costs within operating expenses.
Other key components of operating expenses include: depreciation of our fixed assets, amortization of intangible assets, and
transaction and integration costs.

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Other Income / (Expenses)
Equity in earnings of unconsolidated entities, gain on disposition of properties, interest expense, and income tax expense make
up the majority of Other income/(expenses). Equity in earnings of unconsolidated entities represents our share of the
income/(loss) of entities in which we invest, but do not consolidate under U.S. GAAP. The largest of these investments is
currently our investment in Ascenty, which is located primarily in Latin America. Our second-largest equity-method investment
is Digital Core REIT, which is publicly traded on the Singapore Exchange (“SGX”) and which owns a portfolio of 10 properties
operating in the United States, Canada, Germany and Japan. Refer to additional discussion of Digital Core REIT and Ascenty in
the Notes to the Consolidated Financial Statements.
Results of Operations
As a result of the consistent and significant growth in our business since the first property acquisition in 2002, we evaluate
period-to-period results for revenue and property level operating expenses on a stabilized versus non-stabilized portfolio basis.
Stabilized: The stabilized portfolio includes properties owned as of the beginning of all periods presented with less than 5% of
total rentable square feet under development.
Non-stabilized: The non-stabilized portfolio includes: (1) properties that were undergoing, or were expected to undergo,
development activities during any of the periods presented; (2) any properties contributed to joint ventures, sold, or held for sale
during the periods presented; and (3) any properties that were acquired or delivered at any point during the periods presented.
A roll forward showing changes in the stabilized and non-stabilized portfolios for the year ended December 31, 2024 as
compared to December 31, 2023 is shown below (in thousands).
Net Rentable Square Feet
    
Stabilized
    
Non-Stabilized
    
Total
As of December 31, 2023
 22,600
 9,603
 32,203
New development and space reconfigurations
 (458)
 1,195
 737
Transfers to stabilized from non-stabilized
 2,369
 (2,431)
 (62)
Transfers to non-stabilized from stabilized
 (170)
 73
 (97)
Dispositions / Sales
 (475)
 (544)
 (1,019)
Acquisitions
 —
 360
 360
As of December 31, 2024
 23,866
 8,256
 32,122

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63
Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023
Revenues
Total operating revenues as shown on our consolidated income statements was as follows (in thousands):
Year Ended December 31, 
    
2024
    
2023
    
 $ Change
% Change
Stabilized
 4,170,449
$
 4,233,212
$
 (62,763)
 (1.5)%
Non-Stabilized
 1,312,023
 1,196,961
 115,062
 9.6 %
Rental and other services
 5,482,472
 5,430,173
 52,299
 1.0 %
Fee income and other
 
 72,496
 
 46,888
 25,608
 54.6 %
Total operating revenues
$
 5,554,968
$
 5,477,061
$
 77,907
 1.4 %
Total operating revenues increased by approximately $77.9 million for the year ended December 31, 2024 compared to the same
period in 2023.
Stabilized rental and other services revenue decreased by $62.8 million for the year ended December 31, 2024 compared to the
same period in 2023 primarily due to:
(i)
a decrease of $161.0 million in utility reimbursement largely driven by power price decreases, mainly in EMEA and
APAC; and
(ii) offset by an increase of $98.2 million in new leasing and renewals across all regions.
Non-stabilized rental and other services revenue increased $115.1 million for the year ended December 31, 2024, compared to
the same period in 2023, driven primarily by:
(i)
an increase of $375.9 million due to the completion of our global development pipeline and related lease up operating
activities (with the biggest contributions in Northern Virginia, Portland, Johannesburg, Paris, New York, and Toronto);
and
(ii) offset by a decrease of $260.8 million related to properties sold and contributed in 2023 and 2024.

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Operating Expenses — Property Level
Property level operating expenses as shown in our consolidated income statements were as follows (in thousands):
Year Ended December 31, 
    
2024
    
2023
    
$ Change
% Change
Stabilized
$
 1,020,379
$
 1,203,719
$
 (183,340)
 (15.2)%
Non-Stabilized
 
 313,037
 
 268,117
 44,920
 16.8 %
Total Utilities
 1,333,416
 1,471,836
 (138,420)
 (9.4)%
Stabilized
 712,962
 662,061
 50,901
 7.7 %
Non-Stabilized
 
 271,959
 
 247,769
 24,190
 9.8 %
Total Rental property operating and maintenance
(excluding utilities)
 984,921
 909,830
 75,091
 8.3 %
Total Rental property operating and maintenance
 2,318,337
 2,381,666
 (63,329)
 (2.7)%
Stabilized
 
 159,339
 
 138,141
 21,198
 15.3 %
Non-Stabilized
 
 41,439
 
 78,264
 (36,825)
 (47.1)%
Total Property taxes and insurance
 
 200,778
 
 216,405
 (15,627)
 (7.2)%
Total property level operating expenses
$
 2,519,115
$
 2,598,071
$
 (78,956)
 (3.0)%
Property level operating expenses include costs to operate and maintain the properties in our portfolio as well as taxes and
insurance.
Total Utilities
Total stabilized utilities expenses decreased by approximately $183.3 million compared to the same period in 2023 primarily due
to lower power pricing at certain properties in the stabilized portfolio, mainly in EMEA and APAC.
Total non-stabilized utilities expenses increased by approximately $44.9 million compared to the same period in 2023 primarily
due to:
(i)
an increase of approximately $75.9 million due to higher utility consumption in a growing portfolio of recently
completed development sites (with the biggest contributions in Northern Virginia, Portland, Zurich, Cape Town and
Johannesburg); the markets with the biggest contributions were Northern Virginia, Portland, Frankfurt, London and
Paris);
(ii) a decrease in power agreement credits by $28.7 million; and
(iii) offset by a decrease of $59.7 million related to properties sold or contributed in 2023 and 2024.
The cost of electric power comprises a significant component of our operating expenses. Any additional taxation or regulation of
energy use, including as a result of (i) new legislation that the U.S. Congress may pass, (ii) the regulations that the U.S. EPA has
proposed or finalized, (iii) regulations under legislation that states have passed or may pass, or (iv) any further legislation or
regulations in EMEA, APAC or other regions where we operate could significantly increase our costs, and we may not be able to
effectively pass all of these costs on to our customers. These matters could adversely impact our business, results of operations,
or financial condition.
Total Rental Property Operating and Maintenance (Excluding Utilities)
Total stabilized rental property operating and maintenance expenses (excluding utilities) increased by approximately $50.9
million compared to the same period in 2023 primarily due to an increase in data center labor and common area maintenance
expense.

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65
Total non-stabilized rental property operating and maintenance expenses (excluding utilities) increased by approximately $24.2
million compared to the same period in 2023 primarily due to higher lease and common area maintenance expense in a growing
portfolio of recently completed development sites.
Total Property Taxes and Insurance
Total stabilized property taxes and insurance increased by approximately $21.2 million compared to the same period in 2023 due
to a favorable property tax assessment at one of our North American properties realized in early 2023.
Total non-stabilized property taxes and insurance decreased $36.8 million compared to the same period in 2023 primarily related
to properties sold or contributed after December 31, 2023.
Provision for Impairment
During the year ended December 31, 2024, we recognized impairment charges of approximately $191.2 million, which is
recorded as provision for impairment on the consolidated income statement. We determined that certain non-core properties in
secondary U.S. markets had carrying amounts that may not be fully recoverable as we determined that we no longer intend to
hold these properties long-term. Accordingly, the recorded amounts were reduced to reflect management’s estimate of fair value
principally based on sales of similar properties and ongoing negotiations with third parties.
During the year ended December 31, 2023, we recognized impairment charges of approximately $118.4 million, primarily due to
the decline in fair value of our equity investment in DCRU, which was considered other than temporary due to the length of time
and extent to which the fair value of our investment has been less than the carrying value.
Other Operating Expenses
Other operating expenses include costs which are either non-cash in nature (such as depreciation and amortization) or which do
not directly pertain to operation of data center properties. A comparison of other operating expenses for the respective period is
shown below (in thousands).
Year Ended December 31, 
    
2024
    
2023
$ Change
% Change
Depreciation and amortization
 
$
 1,771,797
$
 1,694,859
$
 76,938
 4.5 %
General and administrative
 480,023
 449,056
 30,967
 6.9 %
Transaction, integration and other expense
 
 93,902
 84,722
 9,180
 10.8 %
Provision for impairment
 191,184
 118,363
 72,821
 61.5 %
Other
 
 27,083
 
 7,529
 
 19,554
n/m %
Total other operating expenses
 2,563,989
 2,354,529
 209,460
 8.9 %
Total property level operating expenses
 2,519,115
 2,598,071
 (78,956)
 (3.0)%
Total operating expenses
$
 5,083,104
$
 4,952,600
$
 130,504
 2.6 %
n/m – not meaningful
Equity in Earnings (Loss) of Unconsolidated Entities
Equity in earnings (loss) of unconsolidated entities decreased approximately $90.3 million compared to the same period in 2023.
The foreign exchange remeasurement of debt associated with our unconsolidated Ascenty entity creates volatility in our equity in
earnings and drove this fluctuation.

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Gain on Disposition of Properties, net
Gain on disposition of properties, net decreased approximately $304.7 million as compared to the same period in 2023.
In January 2024, we closed on the sale of our interest in four data centers to Brookfield Infrastructure Partners L.P., or
Brookfield, for approximately $271 million. As a result of the sale, we recognized a total gain on disposition of approximately
$191.6 million.
In March 2024, we formed a joint venture with Mitsubishi Corporation, or Mitsubishi, to support the development of two data
centers in the Dallas metro area. We received approximately $153 million of gross proceeds from the contribution of our data
centers to the joint venture. As a result of transferring control, we derecognized the data centers and recognized a gain on
disposition of approximately $7.0 million.
In March 2024, we also recognized a total gain of $74.4 million from the sale of an easement to a local power provider in
Northern Virginia.
In April 2024, we expanded our existing joint venture with GI Partners with the sale to GI Partners of a 75% interest in a third
facility on the same hyperscale data center campus in Chicago. We contributed the data center at a value of approximately $453
million. We received approximately $386 million of net proceeds from the contribution of our data center to the joint venture and
the associated financing and retained a 25% interest in the joint venture. As a result of transferring control, we derecognized the
data center and recognized a gain on disposition of approximately $172 million.
In December 2024, the second phase of the Blackstone Inc. joint venture closed on hyperscale data center campuses in Frankfurt
and Northern Virginia. We received approximately $385 million of net proceeds from the contribution of our data centers to the
second phase of the joint venture and retained a 20% interest in the joint venture. As a result of transferring control, we
derecognized the data centers and recognized a gain on disposition of approximately $44.5 million.
In December 2024, we also closed on the sale to DCREIT of an additional 15.1% interest in a data center located in Frankfurt,
Germany for approximately $77 million. As a result of transferring control, we derecognized the Frankfurt facility and
recognized a gain on disposition of approximately $101 million.
In May 2023, we disposed of a non-core asset, resulting in a net gain on sale of $87 million. In July 2023, we received
approximately $0.7 billion of gross proceeds from the contribution of our data centers to the joint venture with GI Partners for a
net gain on sale of approximately $238 million and we received approximately $1.4 billion of gross proceeds from the
contribution of our data centers to the joint venture with TPG Real Estate for a net gain on sale of approximately $576 million.
Loss from Early Extinguishment of Debt
Loss on debt extinguishment and modifications was approximately $5.9 million for the year ended December 31, 2024. In 
January 2024, we paid down $240 million on the U.S. term loan facility. The paydown resulted in an early extinguishment 
charge of approximately $1.0 million. In September 2024, we paid down €375 million on the Euro Term Loan Facilities, leaving 
€375 million outstanding. The paydown resulted in an early extinguishment charge of approximately $1.6 million. We also 
refinanced our Global Revolving Credit Facilities and wrote off deferred loan costs of approximately $1.1 million. In November 
2024, we paid off the remaining $500 million on the U.S. term loan facility.  As a result, approximately $2.2 million of deferred 
financing costs was written off.
We had no extinguishment of debt in 2023.

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Interest Expense
Interest expense increased approximately $15.1 million compared to the same period in 2023 driven primarily by increased
borrowings at Teraco.
Income Tax Expense
Income tax expense decreased by approximately $20.8 million as compared to the same period in 2023 due to jurisdictional rate
mix in foreign jurisdictions and internal restructurings within the global group.
Liquidity and Capital Resources
The sections “Analysis of Liquidity and Capital Resources — Parent” and “Analysis of Liquidity and Capital Resources —
Operating Partnership” should be read in conjunction with one another to understand our liquidity and capital resources on a
consolidated basis. The term “Parent” refers to Digital Realty Trust, Inc. on an unconsolidated basis, excluding our Operating
Partnership. The term “Operating Partnership” or “OP” refers to Digital Realty Trust, L.P. on a consolidated basis.
Analysis of Liquidity and Capital Resources — Parent
Our Parent does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing
public equity from time to time, incurring certain expenses in operating as a public company (which are fully reimbursed by the
Operating Partnership) and guaranteeing certain unsecured debt of the Operating Partnership and certain of its subsidiaries and
affiliates. If our Operating Partnership or such subsidiaries fail to fulfill their debt requirements, which trigger Parent guarantee
obligations, then our Parent will be required to fulfill its cash payment commitments under such guarantees. Our Parent’s only
material asset is its investment in our Operating Partnership.
Our Parent’s principal funding requirement is the payment of dividends on its common and preferred stock. Our Parent’s
principal source of funding is the distributions it receives from our Operating Partnership.
As the sole general partner of our Operating Partnership, our Parent has the full, exclusive and complete responsibility for our
Operating Partnership’s day-to-day management and control. Our Parent causes our Operating Partnership to distribute such
portion of its available cash as our Parent may in its discretion determine, in the manner provided in our Operating Partnership’s
partnership agreement.
As circumstances warrant, our Parent may issue equity from time to time on an opportunistic basis, dependent upon market
conditions and available pricing. Any proceeds from such equity issuances would generally be contributed to our Operating
Partnership in exchange for additional equity interests in our Operating Partnership. Our Operating Partnership may use the
proceeds to acquire additional properties, to fund development opportunities and for general working capital purposes, including
potentially for the repurchase, redemption or retirement of outstanding debt or equity securities.
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. were parties to an ATM Equity OfferingSM Sales Agreement dated August
4, 2023 (the “2023 Sales Agreement”). Pursuant to the 2023 Sales Agreement, Digital Realty Trust, Inc. could issue and sell
common stock having an aggregate offering price of up to $1.5 billion through various named agents from time to time. From
January 1, 2024 through February 23, 2024, Digital Realty Trust, Inc. generated net proceeds of approximately $99 million from
the issuance of approximately 0.6 million common shares under the 2023 Sales Agreement at an average price of $133.43 per
share after payment of approximately $0.6 million of commissions to the agents. The proceeds from the issuances under the
2023 Sales Agreement for the year ended December 31, 2024, were contributed to our Operating Partnership in exchange for the
issuance of approximately 0.6 million common units to our Parent Company.

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The 2023 Sales Agreement was amended on February 23, 2024 (the “Sales Agreement Amendment”). At the time of the
amendment, $258.3 million remained unsold under the 2023 Sales Agreement. Following the Sales Agreement Amendment,
Digital Realty Trust, Inc. could issue and sell common stock having an aggregate offering price of up to $2.0 billion through
various named agents from time to time pursuant to the 2023 Sales Agreement. During the year ended December 31, 2024,
Digital Realty Trust, Inc. generated net proceeds of approximately $1.9 billion from the issuance of approximately 11.4 million
common shares under the 2023 Sales Agreement at an average price, net of commissions, of $166.85 per share. Commissions to
the agents amounted to approximately $17.4 million. The proceeds from the issuances under the 2023 Sales Agreement for the
year ended December 31, 2024, were contributed to our Operating Partnership in exchange for the issuance of approximately
11.4 million common units to our Parent Company.
On December 23, 2024, our Parent and our Operating Partnership entered into a new an ATM Equity OfferingSM Sales
Agreement (the “2024 Sales Agreement”), pursuant to which, Digital Realty Trust, Inc. can issue and sell common stock having
an aggregate offering price of up to $3.0 billion through various named agents from time to time. The 2023 Sales Agreement was
terminated in connection with entry into the 2024 Sales Agreement, and at the time of such termination, $76.5 million remained
unsold under the 2024 Sales Agreement. As of December 31, 2024, $3.0 billion remains available for future sales under the 2024
Sales Agreement.
The sales of common stock made under the 2024 Sales Agreement will be made in “at the market” offerings as defined in Rule
415 of the Securities Act. Our Parent has used and intends to use the net proceeds from the program to temporarily repay
borrowings under our Operating Partnership’s Global Revolving Credit Facilities, to acquire additional properties or businesses,
to fund development opportunities and for working capital and other general corporate purposes, including potentially for the
repayment of other debt or the repurchase, redemption or retirement of outstanding debt securities.
For the year ended December 31, 2023, Digital Realty Trust, Inc. generated net proceeds of approximately $1.1 billion from the
issuance of approximately 8.7 million common shares under the 2023 Sales Agreement at an average price of $133.21 per share
after payment of approximately $11.4 million of commissions to the agents. As of December 31, 2023, approximately $343.4
million remained available for future sales under the 2023 Sales Agreement. The proceeds from the issuances under the 2023
Sales Agreement for the year ended December 31, 2023 were contributed to our Operating Partnership in exchange for the
issuance of approximately 8.7 million common units to our Parent Company.
On May 7, 2024, our Parent and our Operating Partnership entered into an underwriting agreement with BofA Securities, Inc.,
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters relating to the sale
of up to approximately 12.1 million shares of common stock (including approximately 1.6 million additional shares that the
underwriters had the option to purchase, and which option was exercised in full on May 8, 2024), at a purchase price to the
underwriters of $136.66 per share. The offering closed on May 10, 2024, and we received net proceeds of approximately $1.7
billion.
We believe our Operating Partnership’s sources of working capital, specifically its cash flow from operations, and funds
available under its Global Revolving Credit Facility are adequate for it to make its distribution payments to our Parent and, in
turn, for our Parent to make its dividend payments to its stockholders. However, we cannot assure you that our Operating
Partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including making
distribution payments to our Parent. The lack of availability of capital could adversely affect our Operating Partnership’s ability
to pay its distributions to our Parent, which would in turn, adversely affect our Parent’s ability to pay cash dividends to its
stockholders.
Future Uses of Cash — Parent
Our Parent may from time to time seek to retire, redeem or repurchase its equity or the debt securities of our Operating
Partnership or its subsidiaries through cash purchases and/or exchanges for equity securities in open market purchases, privately
negotiated transactions or otherwise. Such repurchases, redemptions or exchanges, if any, will depend on prevailing market
conditions, our liquidity requirements, contractual restrictions or other factors. The amounts involved may be material.

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Dividends and Distributions — Parent
Our Parent is required to distribute 90% of its taxable income (excluding capital gains) on an annual basis to continue to qualify
as a REIT for U.S. federal income tax purposes. Our Parent intends to make, but is not contractually bound to make, regular
quarterly distributions to its common stockholders from cash flow from our Operating Partnership’s operating activities. While
historically our Parent has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose
to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our
Parent’s Board of Directors. Our Parent considers market factors and our Operating Partnership’s performance in addition to
REIT requirements in determining distribution levels. Our Parent has distributed at least 100% of its taxable income annually
since inception to minimize corporate level federal and state income taxes. Amounts accumulated for distribution to stockholders
are invested primarily in interest-bearing accounts and short-term interest-bearing securities, which are consistent with our
intention to maintain our Parent’s status as a REIT.
As a result of this distribution requirement, our Operating Partnership cannot rely on retained earnings to fund its ongoing
operations to the same extent that other companies whose parent companies are not REITs can. Our Parent may need to continue
to raise capital in the debt and equity markets to fund our Operating Partnership’s working capital needs, as well as potential
developments at new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition,
our Parent may be required to use borrowings under the Operating Partnership’s Global Revolving Credit Facility (which is
guaranteed by our Parent), if necessary, to meet REIT distribution requirements and maintain our Parent’s REIT status.
Distributions out of our Parent’s current or accumulated earnings and profits are generally classified as ordinary income whereas
distributions in excess of our Parent’s current and accumulated earnings and profits, to the extent of a stockholder’s U.S. federal
income tax basis in our Parent’s stock, are generally classified as a return of capital. Distributions in excess of a stockholder’s
U.S. federal income tax basis in our Parent’s stock are generally characterized as capital gain. Cash provided by operating
activities has been generally sufficient to fund distributions on an annual basis. However, we may also need to utilize borrowings
under the Global Revolving Credit Facility to fund distributions.
The expected tax treatment of distributions on our Parent’s common stock and preferred stock paid in 2024 is as follows:
approximately 77% ordinary income and 23% as capital gain distribution. The tax treatment of distributions on our Parent’s
common stock and preferred stock paid in 2023 was as follows: approximately 40% ordinary income and 60% as capital gain
distribution. The tax treatment of distributions on our Parent’s common stock paid in 2022 was as follows: approximately 59%
ordinary income, 16% as capital gain distribution, and 25% as nondividend distribution.
For additional information regarding dividends declared and paid by our Parent on its common and preferred stock for the years
ended December 31, 2024, 2023 and 2022, see Item 8, Note 14. “Equity and Capital” in the Notes to the Consolidated Financial
Statements contained herein.

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Analysis of Liquidity and Capital Resources — Operating Partnership
As of December 31, 2024, we had $3,870.9 million of cash and cash equivalents, excluding $5.8 million of restricted cash.
Restricted cash primarily consists of contractual capital expenditures plus other deposits and is included in Other assets on our
Consolidated Balance Sheets. As circumstances warrant, our Operating Partnership may dispose of stabilized assets or enter into
joint venture arrangements with institutional investors or strategic partners, on an opportunistic basis dependent upon market
conditions. Our Operating Partnership may use the proceeds from such dispositions to acquire additional properties, to fund
development opportunities and for general working capital purposes, including the repayment of indebtedness. Our liquidity
requirements primarily consist of:
●
operating expenses;
●
development costs and other expenditures associated with our properties, including joint ventures;
●
distributions to our Parent to enable it to make dividend payments;
●
distributions to unitholders of common limited partnership interests in Digital Realty Trust, L.P.,
●
debt service; and,
●
potentially, acquisitions.
On September 24, 2024, we refinanced our Global Revolving Credit Facility and Yen Revolving Credit Facility. The Global
Revolving Credit Facilities provide for borrowings up to $4.4 billion (including approximately $0.3 billion available to be drawn
on the Yen Revolving Credit Facility) based on currency commitments and foreign exchange rates as of December 31, 2024. The
Global Revolving Credit Facility provides for borrowings in a variety of currencies and can be increased by an additional $1.8
billion, subject to receipt of lender commitments and other conditions precedent. Both facilities mature on January 24, 2029,
with two six-month extension options available.
These facilities also feature a sustainability-linked pricing component, with pricing subject to adjustment based on annual
performance targets, further demonstrating our continued leadership and commitment to sustainable business practices.
The Global Revolving Credit Facility provides for borrowings in a variety of currencies and includes the ability to add additional
currencies in the future. We have used and intend to use available borrowings under the Global Revolving Credit Facilities to
acquire additional properties, fund development opportunities and for general working capital and other corporate purposes,
including potentially for the repurchase, redemption or retirement of outstanding debt or equity securities. For additional
information regarding our Global Revolving Credit Facilities, see Item 8, Note 11. “Debt of the Operating Partnership” in the
Notes to the Consolidated Financial Statements.
Future Uses of Cash
Our properties require periodic investments of capital for customer-related capital expenditures and for general capital
improvements. Depending upon customer demand, we expect to incur significant improvement costs to build out and develop
additional capacity. At December 31, 2024, we had open commitments, related to construction contracts of approximately $2.0
billion, including amounts reimbursable of approximately $102.5 million.
During the year ending December 31, 2025, we expect to incur approximately $3.0 billion to $3.5 billion of capital expenditures,
which includes our share of joint venture contributions and is net of partner contributions for our development programs. This
amount could go up or down, potentially materially, based on numerous factors, including changes in demand, leasing results
and availability of debt or equity capital.

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Development Projects
The costs we incur to develop our properties is a key component of our liquidity requirements. The following table summarizes
our cumulative investments in current development projects as well as expected future investments in these projects as of the
periods presented, excluding square feet held in and costs incurred or to be incurred by unconsolidated entities.
Construction Projects in Progress
As of December 31, 2024
As of December 31, 2023
Current 
Future 
Current 
Future 
(in thousands)
    
Investment
(1)
     Investment
(2)
    
Total Cost
     Investment (3)      Investment (2)     
Total Cost
Future Development Capacity (4)
 
$  2,129,342
$  1,550,645  
$
 3,679,987  
$
 2,222,062
$
 337,681
$
 2,559,743
Data Center Construction
 
 2,610,305
 
 2,857,313  
 5,467,618  
 
 2,116,335
 
 2,231,747
 
 4,348,082
Equipment Pool and Other Inventory (5)
 
 192,429
 
 —  
 192,429  
 
 203,821
 
 —
 
 203,821
Campus, Tenant Improvements and Other (6)
 
 271,042
 
 157,976  
 429,018  
 
 211,187
 
 130,260
 
 341,447
Consolidated Land Held and Development Construction in Progress
 
$  5,203,119
$  4,565,934
$
 9,769,053  
$
 4,753,405
$
 2,699,688
$
 7,453,093
(1) Represents costs incurred through December 31, 2024.
(2) Represents estimated cost to complete scope of work pursuant to approved development budget.
(3) Represents costs incurred through December 31, 2023.
(4) Includes land and space held or actively under construction in preparation for future data center fit-out.
(5) Represents long-lead equipment and materials required for timely deployment and delivery of data center fit-out.
(6) Represents improvements in progress, which benefit space recently converted to our operating portfolio and is composed
primarily of shared infrastructure projects and first-generation tenant improvements. Includes approximately $2.8 million
included in our condensed consolidated balance sheet related to fair value adjustments on Teraco portfolio projects that were
partially constructed as of August 1, 2022.
Future development reflects cumulative cost spent pending future development and includes ongoing improvements to building
infrastructure in preparation for future data center fit-out. We expect to deliver the space within 12 months; however, lease
commencement dates may significantly impact final delivery schedules.
Capital Expenditures (Cash Basis)
The table below summarizes our capital expenditure activity for the year ended December 31, 2024 and 2023 (in thousands):
Year Ended December 31, 
    
2024
    
2023
Development projects
$
 2,260,692
$
 2,966,898
Enhancement and improvements
 
 35,243
 
 15,705
Recurring capital expenditures
 
 305,712
 
 327,022
Total capital expenditures (excluding indirect costs)
$
 2,601,647
$
 3,309,625
For the year ended December 31, 2024, total capital expenditures decreased approximately $0.7 billion as compared to the same
period in 2023. Capital expenditures on our development projects plus our enhancement and improvements projects for the year
ended December 31, 2024 were approximately $2.3 billion, which reflects a decrease of approximately 23% from the same
period in 2023. Our development capital expenditures are generally funded by our available cash and equity and debt capital.
Indirect costs, including interest, capitalized in the years ended December 31, 2024 and 2023 were $230.1 million and $216.0
million, respectively. Capitalized interest comprised approximately $118.9 million and $116.8 million of the total indirect costs
capitalized for the years ended December 31, 2024 and 2023, respectively. Capitalized interest in the year ended December 31,
2024 increased compared to the same period in 2023 due to an increase in qualifying activities and higher interest rates.

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Excluding capitalized interest, indirect costs in the year ended December 31, 2024 increased compared to the same period
in 2023 due primarily to capitalized amounts relating to compensation expense of employees directly engaged in construction
activities. 
Consistent with our growth strategy, we actively pursue potential acquisition opportunities, with due diligence and negotiations
often at different stages at different times. The dollar value of acquisitions for the year ending December 31, 2025 will depend
upon numerous factors, including customer demand, leasing results, availability of debt or equity capital and acquisition
opportunities. Further, the growing acceptance by private institutional investors of the data center asset class has generally
pushed capitalization rates lower, as such private investors may often have lower return expectations than us. As a result, we
anticipate near-term single asset acquisitions activity to comprise a smaller percentage of our growth while this market dynamic
persists.
We may from time to time seek to retire or repurchase our outstanding debt or the equity of our Parent through cash purchases
and/or exchanges for equity securities of our Parent in open market purchases, privately negotiated transactions or otherwise.
Such repurchases or exchanges, if any, will depend upon prevailing market conditions, our liquidity requirements, contractual
restrictions or other factors. The amounts involved may be material.
Sources of Cash
We expect to meet our short-term and long-term liquidity requirements, including payment of scheduled debt maturities and
funding of acquisitions and non-recurring capital improvements, with net cash from operations, future long-term secured and
unsecured indebtedness and the issuance of equity and debt securities and the proceeds of equity issuances by our Parent. We
also may fund future short-term and long-term liquidity requirements, including acquisitions and non-recurring capital
improvements, using our Global Revolving Credit Facilities pending permanent financing. As of February 18, 2025, we had
approximately $3.4 billion of borrowings available under our Global Revolving Credit Facilities.
Our Global Revolving Credit Facilities provides for borrowings up to $4.4 billion (including approximately $0.3 billion
available to be drawn on the Yen Revolving Credit Facility). We have the ability from time to time to increase the size of the
Global Revolving Credit Facility by up to $1.8 billion, subject to the receipt of lender commitments and other conditions
precedent. Both facilities mature on January 24, 2029, with two six-month extension options available. These facilities also
feature a sustainability-linked pricing component, with pricing subject to adjustment based on annual performance targets,
further demonstrating our continued leadership and commitment to sustainable business practices. We have used and intend to
use available borrowings under the Global Revolving Credit Facilities to fund our liquidity requirements from time to time. For
additional information regarding our Global Revolving Credit Facility, see Note 11. “Debt of the Operating Partnership” to
Consolidated Financial Statements contained herein.
In addition, the 2025-27 Term Facility provides for a €375,000,000 five-year senior unsecured term loan facility,  comprised of 
€125,000,000 of initial term loans, and €250,000,000 of delayed draw term loan commitments that were funded on September 9, 
2023. Such facility provides for borrowings in Euros. The 2025-27 Term Facility matures on August 11, 2025, subject to two 
maturity extension options of one year each; provided that the Operating Partnership must pay a 0.125% extension fee based on 
the then-outstanding principal amount of the 2025-27 Term Facility commitments then outstanding. For additional information 
regarding the 2025-27 Term Facility and the defined terms used above, see Note 11. “Debt of the Operating Partnership” to 
Consolidated Financial Statements contained herein.
On September 13, 2024, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the Operating Partnership,
issued and sold €850 million aggregate principal amount of 3.875% Guaranteed Notes due 2033. Net proceeds from the offering
were approximately €843 million (approximately $933 million based on the exchange rate on September 13, 2024) after
deducting managers’ discounts and estimated offering expenses. We used the net proceeds from the offering to pay down a
portion of our Euro Term Loan Facilities, temporarily repay borrowings under our Global Revolving Credit Facility and for
general corporate purposes.

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73
On July 13, 2023, we formed a joint venture with GI Partners, and GI Partners acquired a 65% interest in two stabilized
hyperscale data center buildings in the Chicago metro area that we contributed. We retained a 35% interest in the joint venture.
As a result of transferring control, we derecognized the data centers. In addition, GI Partners had a call option to increase their
ownership interest in the joint venture from 65% to 80%. The call option top-up election notice was delivered to the Company on
December 21, 2023. On January 12, 2024, GI Partners made an additional cash capital contribution, pursuant to the exercise of
such call option, in the amount of $68 million, resulting in such additional 15% ownership in the joint venture. Currently, GI
Partners has an 80% interest in the joint venture, and we have retained a 20% interest.
We also granted GI Partners an option to purchase an interest in the third facility on the same hyperscale data center campus in
Chicago. On April 16, 2024, we expanded our existing joint venture with GI Partners with the sale to GI Partners of a 75%
interest in a third facility. We received approximately $386 million of net proceeds from the contribution of our data center to the
joint venture and the associated financing and retained a 25% interest in the joint venture.
On January 11, 2024, we formed a joint venture with Blackstone Inc. to develop four hyperscale data center campuses across
Frankfurt, Paris and Northern Virginia. The campuses are planned to support the construction of 10 data centers with
approximately 500 megawatts of potential IT load capacity. The first phase of the joint venture closed on hyperscale data center
campuses in Paris and Northern Virginia, while the second phase closed in the fourth quarter of 2024. We received
approximately $231 million of net proceeds from the contribution of our data centers to the first phase of the joint venture and
retained a 20% interest in the joint venture. Each partner funded its pro rata share of the remaining $3.0 billion estimated
development cost for the first phase of the joint venture, which is slated for completion in various stages, contingent on customer
demand, which began in the first quarter of 2024. In the fourth quarter, the second phase of the joint venture closed on
hyperscale data center campuses in Frankfurt and Northern Virginia. We received approximately $385 million of net proceeds
from the contribution of our data centers to the second phase of the joint venture and retained a 20% interest in the joint venture.
As a result of transferring control, we derecognized the data centers and recognized a gain on disposition of approximately $44.5
million.
In January 2024, we closed on the sale of our interest in four data centers to Brookfield Infrastructure Partners L.P., or 
Brookfield, for approximately $271 million.  Two of the data centers were consolidated by us; while two of the data centers were 
owned by Digital Core REIT. The sale was completed subsequent to Brookfield’s November 2023 acquisition of one of our 
customers, Cyxtera Technologies.  The acquisition was part of Cyxtera’s plan of reorganization under its Chapter 11 bankruptcy 
proceedings. In conjunction with the sale, we bought out Cyxtera’s leases in three data centers located in Singapore and 
Frankfurt for approximately $57 million.  In addition, Brookfield assumed the leases on three facilities previously leased to 
Cyxtera and amended the leases on three additional data centers in North America, accelerating the expiration date to September 
2024.  As a result of the sale, we recognized a total gain on disposition of approximately $200.5 million, of which $191.6 million 
is included within Gain on disposition of properties, net and $8.9 million is included within Equity in (loss) earnings of 
unconsolidated entities on our condensed consolidated income statements.
On March 1, 2024, we formed a joint venture with Mitsubishi Corporation, or Mitsubishi, to support the development of two
data centers in the Dallas metro area. The facilities were 100% pre-leased prior to construction. We contributed the two data
center buildings at a contribution value of approximately $261 million. We received approximately $153 million of gross
proceeds from the contribution of our data centers to the joint venture and retained a 35% interest in the joint venture. Mitsubishi
contributed such cash in exchange for a 65% interest in the joint venture. Each partner funded its pro rata share of the remaining
$140 million estimated development cost for the first phase of the project, of which one project has been completed in June 2024
and another has been completed in October 2024.
Distributions
All distributions on our units are at the discretion of our Parent’s Board of Directors. For additional information regarding
distributions paid on our common and preferred units for the years ended December 31, 2024 and 2023, see Item 8, Note 14.
“Equity and Capital” in the Notes to the Consolidated Financial Statements.

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74
Outstanding Consolidated Indebtedness
The tables below summarize our outstanding debt, and also our contractual debt maturities and principal payments as of
December 31, 2024 (in thousands):
Outstanding Debt
Debt Summary:
    
    
Fixed rate
$
 12,160
Variable rate debt subject to interest rate swaps
 
 3,103
Total fixed rate debt (including interest rate swaps)
 
 15,263
Variable rate—unhedged
 
 1,584
Total
$
 16,847
Percent of Total Debt:
 
  
Fixed rate (including swapped debt)
 
 90.6 %
Variable rate
 
 9.4 %
Total
 
 100.0 %
Effective Interest Rate as of December 31, 2024
 
  
Fixed rate (including hedged variable rate debt)
 
 2.58 %
Variable rate
 
 4.07 %
Effective interest rate
 
 2.72 %
Contractual Debt Maturities and Principal Payments
Global Revolving
Unsecured
Unsecured
Secured and
     Credit Facilities (1)(2)     
 Term Loans(3)
    
Senior Notes(4)
    
Other Debt
    
Total Debt
2025
$
 —
$
 388,275
$
 1,173,650
$
 782
$
 1,562,707
2026
 —
 —
 1,416,042
 114,505
 1,530,547
2027
 —
 —
 1,165,265
 234,023
 1,399,288
2028
 
 —  
 —  
 2,067,700  
 354,999  
 2,422,699
2029
 
 1,637,922  
 —  
 2,785,538  
 13,946  
 4,437,406
Thereafter
 
 —  
 —  
 5,451,220  
 43,008  
 5,494,228
Subtotal
$
 1,637,922
$
 388,275
$
 14,059,415
$
 761,263
$
 16,846,875
Unamortized net discounts
 
 —
 
 —
 
 (27,476)
 
 (3,658)
 
 (31,134)
Unamortized deferred financing
costs
 (26,614)
 (1,372)
 (69,087)
 (4,291)
 (101,364)
Total
$
 1,611,308
$
 386,903
$
 13,962,852
$
 753,314
$
 16,714,377
(1) Includes amounts outstanding under the Global Revolving Credit Facilities.
(2) The Global Revolving Credit Facilities are subject to two six-month extension options exercisable by us; provided that the
Operating Partnership must pay a 0.0625% extension fee based on each lender’s revolving commitments then outstanding
(whether funded or unfunded).
(3) The €375.0 million 2025-27 Term Facility is subject to two maturity extension options of one year each, provided that the
Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of such facility
commitments then outstanding.
(4) The £400 million 4.250% unsecured senior note was paid at maturity on January 17, 2025.

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Our ratio of debt to total enterprise value was approximately 21.4% (based on the closing price of Digital Realty Trust, Inc.’s
common stock on December 31, 2024 of $177.33). For this purpose, our total enterprise value is defined as the sum of the
market value of Digital Realty Trust, Inc.’s outstanding common stock (which may decrease, thereby increasing our debt to total
enterprise value ratio), plus the liquidation value of Digital Realty Trust, Inc.’s preferred stock, plus the aggregate value of our
Operating Partnership’s units not held by Digital Realty Trust, Inc. (with the per unit value equal to the market value of one share
of Digital Realty Trust, Inc.’s common stock and excluding long-term incentive units, Class C units and Class D units), plus the
book value of our total consolidated indebtedness.
The variable rate debt shown above bears interest based on various one-month SOFR, EURIBOR, HIBOR, TIBOR, Base CD
Rate, CDOR and JIBAR rates, depending on the respective agreement governing the debt, including our Global Revolving
Credit Facilities, unsecured term loans, Teraco loans and ICN10 Facilities. As of December 31, 2023, our debt had a weighted
average term to initial maturity of approximately 4.2 years (or approximately 4.4 years assuming exercise of extension options).
Off-Balance Sheet Arrangements
As of December 31, 2024, our pro-rata share of secured debt of unconsolidated entities was approximately $1.4 billion.
Cash Flows
The following summary discussion of our cash flows is based on the consolidated statements of cash flows and is not meant to
be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Comparison of Year Ended December 31, 2024 to Year Ended December 31, 2023
The following table shows cash flows and ending cash, cash equivalents and restricted cash balances for the respective periods
(in thousands).
Year Ended December 31, 
2024
    
2023
    
Change
Net cash provided by operating activities
$
 2,261,477
$
 1,634,780
$
 626,697
Net cash used in investing activities
 
 (1,906,157)
 
 (1,115,111)
 
 (791,046)
Net cash provided by financing activities
 
 2,063,433
 
 963,474
 
 1,099,959
Net increase in cash, cash equivalents and restricted cash
$
 2,418,753
$
 1,483,143
$
 935,610
Cash provided by operating activities in 2024 increased $626.7 million over 2023. The year-over-year increase was driven by:
(i)
an increase in revenues due to the completion of our global development pipeline and related lease up operating
activities;
(ii) an increase in interest income as a result of carrying higher cash balances;
(iii) a decrease in property level operating expenses;
(iv) offset by the net impact of properties sold and contributed in 2023 and 2024.

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The changes in the activities that comprise net cash used in investing activities for the year ended December 31, 2024 as
compared to the year ended December 31, 2023 consisted of the following amounts (in thousands).
Change
2024 vs 2023
Increase in net cash used in business combinations / asset acquisitions
$
 (455,704)
Decrease in cash used for improvements to investments in real estate
 693,858
Decrease in cash distributed from investments in unconsolidated entities, net
 (121,287)
Decrease in net cash provided by proceeds from sale of real estate
 (854,943)
Other changes
 
 (52,970)
Increase in net cash used in investing activities
$
 (791,046)
The increase in net cash used in investing activities as compared to the same period in 2023 was primarily due to:
(i)
an increase in spend due to acquisitions of land parcels in Paris and Charlotte and two data centers located in the
Slough Trading Estate;
(ii) a decrease in spend on development projects of approximately $694 million;
(iii) an increase in cash contributed to various investments in unconsolidated entities;
(iv) a decrease in cash provided by the sale or contributions of data centers in 2024 compared to 2023 as follows:
a.
$2.6 billion from 2023 transactions comprised mainly of:
i.
contributions of data centers to our joint ventures with GI Partners and TPG Real Estate for gross
proceeds of approximately $0.7 billion and $1.4 billion, respectively;
ii.
the sale of three non-core assets for gross proceeds of approximately $341 million; offset by
●
$1.8 billion from 2024 transactions consisting of:
i.
the sale to GI Partners of a 75% interest in a third facility in Chicago. We received approximately
$386 million of net proceeds and retained a 25% interest in the joint venture;
ii.
cash provided by the contribution of data centers to our joint ventures with Blackstone and
Mitsubishi, for gross proceeds of approximately $707 million and $153 million, respectively; and
iii.
the sale of four data centers to Brookfield for gross proceeds of approximately $271 million, the sale
of non-core assets for gross proceeds of approximately $91 million, the sale to DCREIT of an
additional 15.1% interest in a data center located in Frankfurt, Germany for approximately $77
million and the sale of a land parcel in Sydney for gross proceeds of approximately $68 million.
The changes in the activities that comprise net cash provided by financing activities for the year ended December 31, 2024 as
compared to the year ended December 31, 2023 consisted of the following amounts (in thousands).
Change
2024 vs 2023
Increase in cash provided by short-term borrowings
$
 344,110
Increase in cash provided by proceeds from secured / unsecured debt
 1,365,867
Increase in cash used for repayment on secured / unsecured debt
 (2,007,028)
Increase in cash provided by proceeds from issuance of common stock, net of costs
 1,443,512
Increase in cash used for dividend and distribution payments
 
 (112,603)
Other changes, net
 66,101
Increase in net cash provided by financing activities
$
 1,099,959
The increase in net cash provided by financing activities as compared to the same period in 2023 was primarily due to:
(i)
a decrease in cash payments on short-term borrowings;
(ii) an increase in cash provided by proceeds from secured / unsecured debt:

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a.
$933 million on the issuance of the 3.875% Guaranteed Notes due 2033 in September 2024;
b.
$1.1 billion on the issuance of the 1.875% Exchangeable Notes due 2029 in November 2024;
c.
offset by $740 million on the closing of the U.S. term loan facility in January 2023;
(iii) an increase in cash used for repayment on secured / unsecured debt:
a.
$740 million on the U.S. term loan facility;
b.
$637 million on the Euro notes (2.625% notes due 2024);
c.
$323 million on the 2.750% notes due 2024;
d.
$415 million on the Euro Term Loan Facilities;
(iv) an increase in cash provided by proceeds from the issuance of:
a.
approximately 12.0 million shares of common stock, net of costs, for approximately $2.0 billion under our ATM
program;
b.
approximately 12.1 million shares of common stock, net of costs, for approximately $1.7 billion from our equity
offering;
c.
offset by the issuance of approximately 20.0 million shares of common stock, net of costs, for approximately $2.2
billion under our ATM program in 2023; and
(v) an increase in dividend and distribution payments due to an increased number of common shares and common units
outstanding.
Noncontrolling Interests in Operating Partnership
Noncontrolling interests relate to the common units in our Operating Partnership that are not owned by Digital Realty Trust, Inc.,
which, as of December 31, 2024, amounted to 1.8% of our Operating Partnership common units. Historically, our Operating
Partnership has issued common units to third party sellers in connection with our acquisition of real estate interests from such
third parties.
Limited partners have the right to require the Operating Partnership to redeem part or all of their common units for cash based on
the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of redemption.
Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of its common stock on
a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified
extraordinary distributions and similar events. As of December 31, 2024, approximately 0.2 million common units and incentive
units of the Operating Partnership are classified within equity, except for certain common units issued to certain former DuPont
Fabros Technology, L.P. unitholders in the Company’s acquisition of DuPont Fabros Technology, Inc., which are subject to
certain restrictions and, accordingly, are not presented as permanent equity in the consolidated balance sheet.
Inflation
Many of our leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide
for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent
increases and expense escalations described above. A period of inflation, however, could cause an increase in the cost of our
variable-rate borrowings, including borrowings under our Global Revolving Credit Facilities, borrowings under our Euro Term
Loan Facilities and USD Term Loan Facility and issuances of unsecured senior notes.
In addition, refer to “Item 1A. Risk Factors” in this Annual Report on Form 10-K for a discussion about risks that inflation
directly or indirectly may pose to our business.
Critical Accounting Policies
A critical accounting policy is one that involves management’s use of judgement regarding expected outcomes of uncertain
events in order to make estimates and assumptions that are material to an entity’s financial condition and results of operations.
Though we base our estimates and assumptions regarding these matters on historical and current conditions as well as future
expectations, these estimates and assumptions are subjective in nature. Changes to the estimates and assumptions we make
regarding these matters could affect our financial position and specific items in our

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results of operations used by stockholders, potential investors, industry analysts and lenders in the evaluation of our
performance. Of the significant accounting policies described in Note 2 to the Consolidated Financial Statements, the subsequent
items have been identified by us as meeting the criteria to be considered critical accounting policies. Refer to Note 2 for more
information on these critical accounting policies.
Fair Value Measurements. Fair value is intended to reflect the price that would be received for the sale of an asset or paid for
the transfer of a liability in an orderly transaction between market participants at the measurement date (the exit price). We use
fair value measurements to enable us to determine the fair value of a variety of items. Fair value measurements are most
significant to our financial statements in the following areas: 1) evaluation of recoverability of real estate and intangible assets
(which involves comparison of fair value of the assets to net book value to quantify any potential impairments), 2) accounting
for assets held for sale (which involves recording assets qualifying for held for sale treatment at the lower of book value or fair
value less costs to sell), and 3) determination of fair value of assets and liabilities acquired in connection with business
combinations or asset acquisitions as well as certain equity interests in unconsolidated entities.
We estimate fair value using available market information and valuation methods we believe to be appropriate for these
purposes. Given the significant amount of judgement and subjectivity involved in the determination of fair value, estimated fair
value is not necessarily indicative of amounts that would be realized on disposition. Refer to Note 2. “Summary of Significant
Accounting Policies” the Consolidated Financial Statements for additional information.
Recoverability of Real Estate Assets. We assess the carrying value of our properties whenever events or circumstances indicate
carrying amounts of these assets may not be fully recoverable (“triggering events"). Triggering events typically relate to a change
in the expected holding period of a property, an adverse change in expected future cash flows of the property, or a trend of past
cash flow losses that is expected to continue in the future. If our assessment of triggering events indicates the carrying value of a
property or asset group might not be recoverable, we estimate the future undiscounted net cash flows expected to be generated
by the assets and compare that amount to the book value of the assets. If our future undiscounted net cash flow evaluation
indicates we are unable to recover the carrying value of a property or asset group, we record an impairment loss to the extent the
carrying value of the property or asset group exceeds fair value. Refer to Note 2. “Summary of Significant Accounting Policies”
of the Consolidated Financial Statements for additional information.
Consolidation. We consolidate all entities that are wholly owned as well as all partially-owned entities that we control. In
addition, we consolidate any variable interest entities (“VIEs”) for which we are the primary beneficiary. We evaluate whether or
not an entity is a VIE (and we are the primary beneficiary) through consideration of substantive terms in the arrangement to
identify which enterprise has the power to direct the activities of the entity that most significantly impact the entity’s economic
performance and the obligation to absorb losses/receive benefits from the entity.

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For entities that do not meet the definition of VIEs, we first consider if we are the general partner or a limited partner (or the
equivalent in investments not structured as partnerships). We consolidate entities in which we are the general partner and the
limited partners do not have rights that would preclude control. For entities in which we are the general partner, but the limited
partners hold substantive participating or kick-out rights that prohibit our ability to control the entity, we apply the equity method
of accounting since, as the general partner, we have the ability to exercise significant influence over the operating and financial
policies of the entities. For entities in which we are a limited partner, or that are not structured similar to a partnership, we
consider factors such as ownership interest, voting control, authority to make decisions and contractual and substantive
participating rights of the partners. When factors indicate we have a controlling financial interest in an entity, we consolidate the
entity. Refer to Note 8. “Investments in Unconsolidated Entities” of the Consolidated Financial Statements for additional
information.
Revenue Recognition. We generate the majority of our revenue by leasing our properties to customers under operating lease
agreements, which are accounted for under Accounting Standards Codification 842, Leases (“ASC 842”). We recognize the total
minimum lease payments provided for under the leases on a straight-line basis over the lease term if we determine it is probable
that substantially all of the lease payments will be collected over the lease term.
We estimate the probability of collection of lease payments based on customer creditworthiness, outstanding accounts receivable
balances, and historical bad debts – as well as current economic trends. If collection of substantially all lease payments over the
lease term is not probable, rental revenue is recognized when payment is received, and we record a reduction to rental revenue
equal to the balance of any deferred rent and rent receivable, less the balance of any security deposits or letters of credit. If
collection is subsequently determined to be probable, we: 1) resume recognizing rental revenue on a straight-line basis, 2) record
incremental revenue such that the cumulative amount recognized is equal to the amount that would have been recorded on a
straight-line basis since inception of the lease, and 3) reverse the allowance for bad debt recorded on outstanding receivables.
New Accounting Pronouncements
See Note 2. “Summary of Significant Accounting Policies” of the Consolidated Financial Statements.
Funds From Operations
We calculate funds from operations, or FFO, in accordance with the standards established by the National Association of Real
Estate Investment Trusts (Nareit) in the Nareit Funds From Operations White Paper - 2018 Restatement. FFO is a non-GAAP
financial measure and represents net income (loss) (computed in accordance with GAAP), excluding gain (loss) from the
disposition of real estate assets, provision for impairment, real estate related depreciation and amortization (excluding
amortization of deferred financing costs), our share of unconsolidated JV real estate related depreciation & amortization, net
income attributable to noncontrolling interests in operating partnership and, reconciling items related to noncontrolling interests.
Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and
amortization and gains and losses from property dispositions and after adjustments for unconsolidated partnerships and joint
ventures, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates
and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by
investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes
depreciation and amortization and captures neither the changes in the value of our data centers that result from use or market
conditions, nor the level of capital expenditures and capitalized leasing commissions necessary to maintain the operating
performance of our data centers, all of which have real economic effect and could materially impact our financial condition and
results from operations, the utility of FFO as a measure of our performance is limited. Other REITs may not calculate FFO in
accordance with the Nareit definition and, accordingly, our FFO may not be comparable to other REITs’ FFO. FFO should be
considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.

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Reconciliation of Net Income Available to Common Stockholders to Funds From Operations (FFO)
(in thousands, except per share and unit data)
(unaudited)
Year Ended December 31, 
2024
    
2023
    
2022
GAAP Net Income Available to Common Stockholders
$
 561,766
$
 908,114
$
 336,960
Non-GAAP Adjustments:
 
  
 
  
 
  
Net income attributable to non-controlling interests in
operating partnership
 
 12,700
 
 20,710
 
 7,914
Real estate related depreciation and amortization (1)
 
 1,730,058
 
 1,657,240
 
 1,547,865
Depreciation related to non-controlling interests
 (64,612)
 (57,477)
 (22,110)
Unconsolidated JV real estate related depreciation and
amortization
 192,931
 177,153
 123,099
Gain from the disposition of real estate assets
 (596,904)
 (908,356)
 (177,332)
Provision for impairment
 191,185
 118,363
 3,000
FFO available to common stockholders and unitholders (2)
$
 2,027,124
$
 1,915,747
$
 1,819,395
Basic FFO per share and unit
$
 6.15
$
 6.29
$
 6.23
Diluted FFO per share and unit (2)(3)
$
 6.14
$
 6.20
$
 6.03
Weighted average common stock and units outstanding
 
  
 
  
 
  
Basic
 
 329,485
 
 304,651
 
 292,123
Diluted (2)(3)
 
 337,696
 
 315,113
 
 303,708
(1) Real estate related depreciation and amortization was computed as follows:
      Depreciation and amortization per income statement
$
 1,771,797      $
 1,694,859      $
 1,577,933
      Non-real estate depreciation
 (41,739)
 (37,619)
 (30,068)
$
 1,730,058
$
 1,657,240
$
 1,547,865
(2) As part of the acquisition of Teraco in 2022, certain of Teraco's minority indirect shareholders have the right to put their
shares in an upstream parent company of Teraco to the Company in exchange for cash or the equivalent value of shares of
the Company common stock, or a combination thereof. U.S. GAAP requires the Company to assume the put right is settled
in shares for purposes of calculating diluted EPS. This same approach was utilized to calculate FFO per share. When
calculating diluted FFO, Teraco related minority interest is added back to the FFO numerator as the denominator assumes all
shares have been put back to the Company. The Teraco noncontrolling share of FFO was $46,953, $39,386, and $11,919 for
the years ended December 31, 2024, 2023 and 2022, respectively.
(3) For all periods presented, we have excluded the effect of the series J, series K and series L preferred stock, as applicable,
that may be converted into common stock upon the occurrence of specified change in control transactions as described in the
articles supplementary governing the series J, series K and series L preferred stock, as applicable, as they would be anti-
dilutive.
 
Year Ended December 31, 
    
2024
    
2023
    
2022
Weighted average common stock and units
outstanding
 
 329,485  
 304,651  
 292,123
Add: Effect of dilutive securities
 
 8,211  
 10,462  
 11,585
Weighted average common stock and units
outstanding—diluted
 
 337,696  
 315,113  
 303,708

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ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows and fair values relevant to financial instruments depend upon prevalent market interest rates.
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We do not use derivatives for
trading or speculative purposes and only enter into contracts with major financial institutions based on their credit ratings and
other factors.
Analysis of Debt between Fixed and Variable Rate
We use interest rate swap agreements and fixed rate debt to reduce our exposure to interest rate movements. As of
December 31, 2024, our consolidated debt was as follows (in millions):
    
Outstanding
    
Estimated Fair
Balance
 
Value
Fixed rate debt
$
 12,160
$
 11,463
Variable rate debt subject to interest rate swaps
 
 3,103
 
 3,103
Total fixed rate debt (including interest rate swaps)
 
 15,263
 
 14,566
Variable rate debt
 
 1,584
 
 1,584
Total outstanding debt
$
 16,847
$
 16,150
Sensitivity to Changes in Interest Rates
The following table shows the effect if assumed changes in interest rates occurred, based on fair values and interest expense as of
December 31, 2024:
    
Change
Assumed event
($ millions)
Increase in fair value of interest rate swaps following an assumed 10% increase in interest rates
$
 1
Decrease in fair value of interest rate swaps following an assumed 10% decrease in interest rates
 
 (1)
Increase in annual interest expense on our debt that is variable rate and not subject to swapped interest following a
10% increase in interest rates
 
 4
Decrease in annual interest expense on our debt that is variable rate and not subject to swapped interest following
a 10% decrease in interest rates
 
 (4)
Increase in fair value of fixed rate debt following a 10% decrease in interest rates
 
 (139)
Decrease in fair value of fixed rate debt following a 10% increase in interest rates
 
 (131)

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Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments.
These analyses do not consider the effect of any change in overall economic activity that could occur in that environment.
Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change.
However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no
changes in our financial structure.
Foreign Currency Exchange Risk
We are subject to risk from the effects of exchange rate movements of a variety of foreign currencies, which may affect
future costs and cash flows. Our primary currency exposures are to the Euro, Japanese yen, British pound sterling,
Singapore dollar, South African rand and Brazilian real. Our exposure to foreign exchange risk related to the Brazilian
real is limited to the impact that currency has on our share of the Ascenty entity’s operations and financial position. We
attempt to mitigate a portion of the risk of currency fluctuations by financing our investments in local currency
denominations in order to reduce our exposure to any foreign currency transaction gains or losses resulting from
transactions entered into in currencies other than the functional currencies of the associated entities. We also utilize
cross-currency interest rate swaps, designated as net investment hedges, which effectively convert a portion of our U.S.
dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt, to hedge the currency exposure
associated with our net investment in our foreign subsidiaries. In addition, we may also hedge well-defined
transactional exposures with foreign currency forwards or options, although there can be no assurances that these will
be effective. As a result, changes in the relation of any such foreign currency to U.S. dollar may affect our revenues,
operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’
equity.

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ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
    
Page No.
Management’s Reports on Internal Control over Financial Reporting
84
Reports of Independent Registered Public Accounting Firm (Auditor Firm ID: 185)
85
Consolidated Financial Statements of Digital Realty Trust, Inc.
Consolidated Balance Sheets as of December 31, 2024 and 2023
91
Consolidated Income Statements for each of the years in the three-year period ended December 31, 2024
92
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December
31, 2024
93
Consolidated Statements of Equity for each of the years in the three-year period ended December 31, 2024
96
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2024
97
Consolidated Financial Statements of Digital Realty Trust, L.P.
Consolidated Balance Sheets as of December 31, 2024 and 2023
98
Consolidated Income Statements for each of the years in the three-year period ended December 31, 2024
99
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December
31, 2024
100
Consolidated Statements of Capital for each of the years in the three-year period ended December 31, 2024
101
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2024
104
Consolidated Financial Statements of Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Notes to Consolidated Financial Statements
105
Supplemental Schedule—Schedule III—Properties and Accumulated Depreciation
157
Notes to Schedule III—Properties and Accumulated Depreciation
159

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Management’s Report on Internal Control over Financial Reporting
The management of Digital Realty Trust, Inc. (the Company) is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f). Our internal control
system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the
preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial
Officer, we assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In
making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control—Integrated Framework (2013). Based on our assessment, management concluded that as of
December 31, 2024, the Company’s internal control over financial reporting was effective based on those criteria.
Our independent registered public accounting firm has issued an audit report on the Company’s internal control over financial
reporting. This report appears on page 87.
Management’s Report on Internal Control over Financial Reporting
The management of Digital Realty Trust, L.P. (the Operating Partnership) is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f). Our
internal control system was designed to provide reasonable assurance to the Operating Partnership’s management regarding the
preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial
Officer of our general partner, we assessed the effectiveness of the Operating Partnership’s internal control over financial
reporting as of December 31, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on our assessment,
management concluded that as of December 31, 2024, the Operating Partnership’s internal control over financial reporting was
effective based on those criteria.

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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Digital Realty Trust, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Digital Realty Trust, Inc. and subsidiaries (the Company) as
of December 31, 2024 and December 31, 2023, the related consolidated income statements, and statements of comprehensive
income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and
financial statement schedule III, properties and accumulated depreciation (collectively, the consolidated financial statements). In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as
of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission, and our report dated February 24, 2025 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Evaluation of Scale and Hyperscale lease revenue
As discussed in note 2 to the consolidated financial statements, the Company records rental revenue, which includes revenue
related to Scale and Hyperscale leases, on a straight-line basis if the Company determines on a lease-by-lease basis it is probable
that substantially all lease payments over the term of the lease will be collected. Whenever the results of that assessment indicate
that it is not probable that the Company will be able to collect substantially all lease payments over the remaining term of the
lease, the Company records a reduction to rental revenue equal to the balance of any deferred rent and rent receivable, and ceases
recognizing rental revenue on a straight-line basis and commences recognizing rental revenue on a cash collected basis. Rental
and other services revenue was $5.5 billion for the year ended December 31, 2024, and deferred rent, net and accounts receivable
- trade, net was $642 million and $570 million, respectively, as of December 31, 2024. A portion of each of these balances
included amounts related to Scale and Hyperscale leases.
We identified the evaluation of the probability of collection of Scale and Hyperscale lease payments as a critical audit matter.
Evaluating the Company’s probability assessment of collection of substantially all the lease payments for its Scale and
Hyperscale leases required significant auditor judgment because of the subjective nature of the evidence obtained. Specifically,
evaluating the creditworthiness of the customers and any guarantors required significant auditor judgment.
The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested
the operating effectiveness of certain internal controls over the Company’s probability assessment of Scale and Hyperscale lease
payment collection process, including controls related to the assessment of the creditworthiness of the customer and any
guarantors. For a selection of the Company’s Scale and Hyperscale leases, we evaluated the Company’s determination of the
collectability of substantially all of the lease payments by: (i) comparing the legal name of customer and any guarantor to the
underlying lease agreements and third-party credit rating report, (ii) evaluating the creditworthiness of the customer by assessing
their credit rating, (iii) reading publicly available information, including the customer’s financial statements, recent public
filings, and news articles, and (iv) inquiring of the Company’s employees to obtain evidence regarding creditworthiness of the
customers.
    
/s/    KPMG LLP
We have served as the Company’s auditor since 2004.
Chicago, Illinois
February 24, 2025

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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Digital Realty Trust, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Digital Realty Trust, Inc. and subsidiaries' (the Company) internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and December 31, 2023, the related
consolidated income statements, and statements of comprehensive income, equity, and cash flows for each of the years in
the three-year period ended December 31, 2024, and the related notes and financial statement schedule III, properties and
accumulated depreciation (collectively, the consolidated financial statements), and our report dated February 24, 2025
expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
    
/s/    KPMG LLP
Chicago, Illinois
February 24, 2025

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Report of Independent Registered Public Accounting Firm
To the Partners of Digital Realty Trust, L.P. and the Board of Directors of Digital Realty Trust, Inc. and
Digital Realty Trust, L.P.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Digital Realty Trust, L.P. and subsidiaries (the Operating
Partnership) as of December 31, 2024 and December 31, 2023, the related consolidated income statements, the consolidated
statements of comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31,
2024, and the related notes and financial statement schedule III, properties and accumulated depreciation (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Operating Partnership as of December 31, 2024 and December 31, 2023, and the results of its
operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.
generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect
to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of Scale and Hyperscale lease revenue 
As discussed in note 2 to the consolidated financial statements, the Operating Partnership records rental revenue, which includes
revenue related to Scale and Hyperscale leases, on a straight-line basis if the Operating Partnership determines

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on a lease-by-lease basis it is probable that substantially all lease payments over the term of the lease will be collected.
Whenever the results of that assessment indicate that it is not probable that the Operating Partnership will be able to collect
substantially all lease payments over the remaining term of the lease, the Operating Partnership records a reduction to rental
revenue equal to the balance of any deferred rent and rent receivable, and ceases recognizing rental revenue on a straight-line
basis and commences recognizing rental revenue on a cash collected basis. Rental and other services revenue was $5.5 billion for
the year ended December 31, 2024, and deferred rent, net and accounts receivable - trade, net was $642 million and $570
million, respectively, as of December 31, 2024. A portion of each of these balances included amounts related to Scale and
Hyperscale leases.
We identified the evaluation of the probability of collection of Scale and Hyperscale lease payments as a critical audit matter.
Evaluating the Operating Partnership’s probability assessment of collection of substantially all the lease payments for its Scale
and Hyperscale leases required significant auditor judgment because of the subjective nature of the evidence obtained.
Specifically, evaluating the creditworthiness of the customers and any guarantors required significant auditor judgment.
The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested
the operating effectiveness of certain internal controls over the Operating Partnership’s probability assessment of Scale and
Hyperscale lease payment collection process, including controls related to the assessment of the creditworthiness of the customer
and any guarantors. For a selection of the Operating Partnership’s Scale and Hyperscale leases, we evaluated the Operating
Partnership’s determination of the collectability of substantially all of the lease payments by: (i) comparing the legal name of
customer and any guarantor to the underlying lease agreements and third-party credit rating report, (ii) evaluating the
creditworthiness of the customer by assessing their credit rating, (iii) reading publicly available information, including the
customer’s financial statements, recent public filings, and news articles, and (iv) inquiring of the Operating Partnership’s
employees to obtain evidence regarding creditworthiness of the customers.
    /s/    KPMG LLP
We have served as the Operating Partnership’s auditor since 2004.
Chicago, Illinois
February 24, 2025

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Index to Financial Statements
91
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
    
December 31, 
    
December 31, 
2024
2023
ASSETS
Investments in real estate:
Investments in properties, net
$
24,120,782
$
24,236,088
Investments in unconsolidated entities
 
2,639,800
 
2,295,889
Net investments in real estate
 
26,760,582
 
26,531,977
Operating lease right-of-use assets, net
1,178,853
1,414,256
Cash and cash equivalents
 
3,870,891
 
1,625,495
Accounts and other receivables, net
 
1,257,464
 
1,278,110
Deferred rent, net
 
642,456
 
624,427
Goodwill
 
8,929,431
 
9,239,871
Customer relationship value, deferred leasing costs and other intangibles, net
 
2,178,054
2,500,237
Assets held for sale
 
—
 
478,503
Other assets
 
465,885
 
420,382
Total assets
$
45,283,616
$
44,113,258
LIABILITIES AND EQUITY
Global revolving credit facilities, net
$
1,611,308
$
1,812,287
Unsecured term loans, net
 
386,903
 
1,560,305
Unsecured senior notes, net of discount
 
13,962,852
 
13,422,342
Secured and other debt, net of discount
 
753,314
 
630,973
Operating lease liabilities
1,294,219
1,542,094
Accounts payable and other accrued liabilities
 
2,056,215
 
2,168,984
Deferred tax liabilities
1,084,562
1,151,096
Accrued dividends and distributions
 
418,661
 
387,988
Security deposits and prepaid rents
 
539,802
 
401,867
Obligations associated with assets held for sale
 
—
 
39,001
Total liabilities
 
22,107,836
 
23,116,937
Redeemable noncontrolling interests
 
1,433,185  
1,394,814
Commitments and contingencies
Equity:
Stockholders’ Equity:
Preferred Stock: $0.01 par value per share, 110,000 shares authorized;
$755,000 liquidation preference ($25.00 per share), 30,200 shares issued
and outstanding as of December 31, 2024 and December 31, 2023
 
731,690  
731,690
Common Stock: $0.01 par value per share, 502,000 and 392,000 shares
authorized as of December 31, 2024 and December 31, 2023, respectively;
and 336,637 and 311,608 issued and outstanding as of December 31, 2024
and December 31, 2023, respectively
 
3,337  
3,088
Additional paid-in capital
 
28,079,738  
24,396,797
Accumulated dividends in excess of earnings
 
(6,292,085) 
(5,262,648)
Accumulated other comprehensive loss, net
 
(1,182,283) 
(751,393)
Total stockholders’ equity
 
21,340,397  
19,117,534
Noncontrolling interests
 
402,198  
483,973
Total equity
 
21,742,595  
19,601,507
Total liabilities and equity
$
45,283,616
$
44,113,258
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
92
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share data)
Year Ended December 31, 
2024
    
2023
    
2022
Operating Revenues:
Rental and other services
$
5,482,472
$
5,430,173
$
4,662,683
Fee income and other
 
72,496
 
46,888
 
29,151
Total operating revenues
 
5,554,968
 
5,477,061
 
4,691,834
Operating Expenses:
Rental property operating and maintenance
 
2,318,337
 
2,381,666
 
1,825,817
Property taxes and insurance
 
200,778
 
216,405
 
191,745
Depreciation and amortization
 
1,771,797
 
1,694,859
 
1,577,933
General and administrative
 
480,023
 
449,056
 
422,167
Transactions and integration
 
93,902
 
84,722
 
68,766
Provision for impairment
 
191,184
 
118,363
 
3,000
Other
 
27,083
 
7,529
 
12,438
Total operating expenses
 
5,083,104
 
4,952,600
 
4,101,866
Operating income
 
471,864
 
524,461
 
589,968
Other Income (Expenses):
Equity in loss of unconsolidated entities
 
(120,138)
 
(29,791)
 
(13,497)
Gain on disposition of properties, net
595,825
900,531
176,754
Other income, net
 
154,243
 
68,431
 
8,917
Interest expense
 
(452,836)
 
(437,741)
 
(299,132)
Loss on debt extinguishment and modifications
 
(5,871)
 
—
 
(51,135)
Income tax expense
 
(54,760)
 
(75,579)
 
(31,550)
Net income
 
588,327
 
950,312
 
380,325
Net loss (income) attributable to noncontrolling interests
 
14,163
 
(1,474)
 
(2,641)
Net income attributable to Digital Realty Trust, Inc.
 
602,490
 
948,838
 
377,684
Preferred stock dividends
 
(40,724)
 
(40,724)
 
(40,724)
Net income available to common stockholders
$
561,766
$
908,114
$
336,960
Net income per share available to common stockholders:
Basic
$
1.74
$
3.04
$
1.18
Diluted
$
1.61
$
2.88
$
1.11
Weighted average common shares outstanding:
Basic
 
323,336
 
298,603
 
286,334
Diluted
 
331,547
 
309,065
 
297,919
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
93
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31, 
2024
    
2023
    
2022
Net income
$
588,327
$
950,312
$
380,325
Other comprehensive income (loss):
Foreign currency translation adjustments
 
(605,636)
 
(209,973)
 
(377,873)
Increase (decrease) in fair value of derivatives
 
162,721
 
(21,406)
 
(93,803)
Reclassification to interest expense from derivatives
 
(40,072)
 
(32,789)
 
(7,044)
Other comprehensive loss
 
(482,987)
 
(264,168)
 
(478,720)
Comprehensive income (loss)
 
105,340
 
686,144
 
(98,395)
Comprehensive loss attributable to noncontrolling interests
 
68,353
 
105,911
 
54,161
Comprehensive income (loss) attributable to Digital Realty Trust, Inc.
$
173,693
$
792,055
$
(44,234)
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
94
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except share data)
Accumulated
Accumulated
Redeemable 
Number of
Additional
Dividends in
Other
Total
 
Noncontrolling
Preferred
Common
Common
Paid-in
Excess of
Comprehensive
Noncontrolling
 Interests
Stock
Shares
Stock
Capital
Earnings
Loss, Net
Interests
Total Equity
Balance as of December 31, 2021
$
46,995
$
731,690
284,415,013
$
2,824
$ 21,075,863
$ (3,631,929)
$
(173,880)
$
472,219
$ 18,476,787
Conversion of common units to
common stock
 
—
—
36,284
—
2,942
—
—
(2,942)
—
Vesting of restricted stock, net
 
—
—
340,874
—
—
—
—
—
—
Partial settlement of forward sale
agreements, net of costs
 
—
—
6,250,000
63
923,400
—
—
—
923,463
Shares issued under equity plans, net
of share settlement to satisfy tax
withholding upon vesting
 
—
—
106,051
—
1,496
—
—
—
1,496
Amortization of unearned
compensation regarding share-based
awards
—
—
—
—
92,461
—
—
—
92,461
Reclassification of vested share-
based awards
 
—
—
—
—
(29,864)
—
—
29,864
—
Adjustment to redeemable
noncontrolling interests
(11,954)
—
—
—
11,954
—
—
—
11,954
Dividends declared on preferred
stock
 
—
—
—
—
—
(40,724)
—
—
(40,724)
Dividends and distributions on
common stock and common and
incentive units
 
(760)
—
—
—
—
(1,403,344)
—
(30,796)
(1,434,140)
Redeemable noncontrolling interests
associated with acquisition of Teraco
 
1,530,090
—
—
—
—
—
—
—
—
Contributions from (distributions to)
noncontrolling interests
 
1,703
—
—
—
—
—
—
46,277
46,277
Sale of noncontrolling interest in
property to DCRU
 
—
—
—
—
64,616
—
—
12,275
76,891
Net income (loss)
 
(4,653)
—
—
—
—
377,684
—
7,294
384,978
Other comprehensive income (loss)
 
(46,742)
—
—
—
—
—
(421,918)
(10,060)
(431,978)
Balance as of December 31, 2022
$
1,514,679
$
731,690  
291,148,222
$
2,887
$ 22,142,868
$ (4,698,313)
$
(595,798)
$
524,131
$ 18,107,465
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
95
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (continued)
(in thousands, except share data)
    
    
    
    
    
    
    
    
    
Accumulated
Accumulated
Redeemable 
Number of
Additional
Dividends in
Other
Total
 
Noncontrolling
Preferred
Common
Common
Paid-in
Excess of
Comprehensive
Noncontrolling
 Interests
Stock
Shares
Stock
Capital
Earnings
Loss, Net
Interests
Total Equity
Balance as of December 31, 2022
$
1,514,679
$
731,690  
291,148,222
$
2,887
$ 22,142,868
$ (4,698,313)
$
(595,798)
$
524,131
$ 18,107,465
Conversion of common units to
common stock
 
—
 
—  
112,607
 
2
 
8,232
 
—
 
—
 
(8,234)
 
—
Vesting of restricted stock, net
 
—
 
—  
265,671
 
—
 
—
 
—
 
—
 
—
 
—
Issuance of common stock, net of
costs
 
—
 
—  
19,957,541
 
198
 
2,207,061
 
—
 
—
 
—
 
2,207,259
Shares issued under equity plans,
net of share settlement to satisfy
tax withholding upon vesting
 
—
 
—  
123,539
 
1
 
(1,945)
 
—
 
—
 
—
 
(1,944)
Amortization of unearned
compensation regarding share-
based awards
 
—
 
—  
—
 
—
 
88,518
 
—
 
—
 
—
 
88,518
Reclassification of vested share-
based awards
—
 
—  
—
 
—
 
(41,396)
 
—
 
—
 
41,396
 
—
Adjustment to redeemable
noncontrolling interests
5,354
 
—  
—
 
—
 
(5,354)
 
—
 
—
 
—
 
(5,354)
Dividends declared on preferred
stock
 
—
 
—  
—
 
—
 
—
 
(40,724)
 
—
 
—
 
(40,724)
Dividends and distributions on
common stock and common and
incentive units
 
(760)
—
—
—
—
(1,472,449)
—
(30,983)
(1,503,432)
Contributions from (distributions
to) noncontrolling interests
 
129
—
—
—
—
—
—
4,345
4,345
Deconsolidation of noncontrolling
interests in consolidated entities
 
—
—
—
—
—
—
—
(65,358)
(65,358)
Net income (loss)
 
(17,618)
 
—  
—
 
—
 
—
 
948,838
 
—
 
19,092
 
967,930
Other comprehensive income (loss)
 
(106,970)
 
—  
—
 
—
 
(1,187)
 
—
 
(155,595)
 
(416)
 
(157,198)
Balance as of December 31, 2023
$
1,394,814
$
731,690  
311,607,580
$
3,088
$ 24,396,797
$ (5,262,648)
$
(751,393)
$
483,973
$ 19,601,507
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
96
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (continued)
(in thousands, except share data)
Accumulated
Accumulated
Redeemable 
Number of
Additional
Dividends in
Other
Total
Noncontrolling
Preferred
Common
Common
Paid-in
Excess of
Comprehensive
Noncontrolling
 Interests
Stock
Shares
Stock
Capital
Earnings
Loss, Net
Interests
Total Equity
Balance as of December 31, 2023
$
1,394,814
$
731,690
 311,607,580
$
3,088
$ 24,396,797
$ (5,262,648)
$
(751,393)
$
483,973
$ 19,601,507
Conversion of common units to
common stock
 
—
—
552,869
—
39,573
—
—
(39,573)
—
Vesting of restricted stock, net
 
—
—
217,478
—
—
—
—
—
—
Common stock offering costs
 
—
—
—
—
—
—
—
—
—
Issuance of common stock, net of
costs
 
—
—
24,138,787
249
3,650,421
101
—
—
3,650,771
Shares issued under equity plans, net
of share settlement to satisfy tax
withholding upon vesting
 
—
—
120,028
—
2,757
—
—
—
2,757
Reclassification of vested share-
based awards
 
—
—
—
—
(27,424)
—
—
27,424
—
Amortization of unearned
compensation regarding share-based
awards
—
—
—
—
81,803
—
—
—
81,803
Adjustment to redeemable
noncontrolling interests
98,601
—
—
—
(98,601)
—
—
—
(98,601)
Dividends declared on preferred
stock
 
—
—
—
—
—
(40,724)
—
—
(40,724)
Dividends and distributions on
common stock and common and
incentive units
(760)
—
—
—
—
(1,591,304)
—
(31,132)
(1,622,436)
Sale of noncontrolling interest in
property to DCRU
—
—
—
—
32,319
—
—
12,115
44,434
Contributions from (distributions to)
noncontrolling interests
—
—
—
—
—
—
—
(21,418)
(21,418)
Deconsolidation of consolidated
entities
—
—
—
—
—
—
—
(20,308)
(20,308)
Net income (loss)
 
(26,769)
—
—
—
—
602,490
—
12,606
615,096
Other comprehensive income (loss)
(32,701)
—
—
—
2,093
—
(430,890)
(21,489)
(450,286)
Balance as of December 31, 2024
$
1,433,185
$
731,690  
336,636,742
$
3,337
$ 28,079,738
$ (6,292,085)
$
(1,182,283)
$
402,198
$ 21,742,595
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
97
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31, 
    
2024
    
2023
    
2022
Cash flows from operating activities:
   
 
  
Net income
$
588,327
$
950,312
$
380,325
Adjustments to reconcile net income to net cash provided by
operating activities:
Gain on disposition of properties, net
 
(595,825)
 
(900,531)
 
(176,754)
Provision for impairment
191,184
 
118,363
 
—
Equity in loss of unconsolidated entities
 
120,138
29,791
13,497
Distributions from unconsolidated entities
 
78,269
 
73,518
 
42,376
Depreciation and amortization
1,771,797
 
1,694,859
 
1,577,933
Amortization of share-based compensation
 
75,606
 
80,532
 
92,461
Loss on debt extinguishment and modifications
 
5,871
 
—
 
51,135
Straight-lined rents and amortization of above and below market
leases
 
(56,465)
 
(50,931)
 
(64,954)
Amortization of deferred financing costs and debt discount /
premium
28,666
 
26,834
 
18,848
Other operating activities, net
29,237
 
(8,216)
 
(45,141)
Changes in assets and liabilities:
Increase in accounts receivable and other assets
(342,061)
 
(155,317)
 
(272,452)
Increase (decrease) in accounts payable and other liabilities
366,733
 
(224,434)
 
42,114
Net cash provided by operating activities
 
2,261,477
1,634,780
 
1,659,388
Cash flows from investing activities:
Improvements to investments in real estate
(2,831,740)
(3,525,598)
(2,643,097)
Cash paid for business combination / asset acquisitions, net of cash
acquired
(508,001)
(52,297)
(1,930,178)
Investments in and advances to unconsolidated entities
(315,623)
(336,456)
(299,427)
Return of investment from unconsolidated entities
99,864
241,984
3,332
Proceeds from sale of assets
1,764,835
2,619,778
271,567
Other investing activities, net
(115,492)
(62,522)
(101,600)
Net cash used in investing activities
 
(1,906,157)
 
(1,115,111)
 
(4,699,403)
Cash flows from financing activities:
Proceeds from credit facilities
1,636,351
2,870,841
5,510,267
Payments on credit facilities
(1,715,044)
(3,293,644)
(3,820,086)
Borrowings on secured / unsecured debt
2,234,999
869,132
2,791,027
Repayments on secured / unsecured debt
(2,119,007)
(111,979)
(1,036,577)
Capital (distribution to) contributions from noncontrolling
interests, net
 
(21,418)
4,474
 
44,312
Proceeds from issuance of common stock, net
3,650,771
2,207,259
928,432
Payments of dividends and distributions
(1,633,247)
(1,520,644)
(1,450,637)
Other financing activities, net
30,028
(61,965)
52,073
Net cash provided by financing activities
 
2,063,433
 
963,474
 
2,969,149
Net increase in cash, cash equivalents and restricted cash
 
2,418,753
 
1,483,143
 
(70,866)
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
 
(178,523)
 
2,631
 
70,077
Cash, cash equivalents and restricted cash at beginning of period
 
1,636,470
 
150,696
 
151,485
Cash, cash equivalents and restricted cash at end of period
$
3,876,700
$
1,636,470
$
150,696
See accompanying notes to the consolidated financial statements.

Table of Contents
Index to Financial Statements
98
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per unit data)
    
December 31, 
    
December 31, 
2024
2023
ASSETS
  
  
Investments in real estate:
 
   
  
Investments in properties, net
$
24,120,782
$
24,236,088
Investments in unconsolidated entities
 
2,639,800
 
2,295,889
Net investments in real estate
 
26,760,582
 
26,531,977
Operating lease right-of-use assets, net
1,178,853
1,414,256
Cash and cash equivalents
 
3,870,891
 
1,625,495
Accounts and other receivables, net
 
1,257,464
 
1,278,110
Deferred rent, net
 
642,456
 
624,427
Goodwill
 
8,929,431
 
9,239,871
Customer relationship value, deferred leasing costs and other intangibles, net
 
2,178,054
 
2,500,237
Assets held for sale
 
—
 
478,503
Other assets
 
465,885
 
420,382
Total assets
$
45,283,616
$
44,113,258
LIABILITIES AND CAPITAL
 
  
 
  
Global revolving credit facilities, net
$
1,611,308
$
1,812,287
Unsecured term loans, net
386,903
1,560,305
Unsecured senior notes, net of discount
 
13,962,852
 
13,422,342
Secured and other debt, net of discount
753,314
630,973
Operating lease liabilities
1,294,219
1,542,094
Accounts payable and other accrued liabilities
 
2,056,215
 
2,168,984
Deferred tax liabilities
1,084,562
1,151,096
Accrued dividends and distributions
 
418,661
 
387,988
Security deposits and prepaid rents
 
539,802
 
401,867
Obligations associated with assets held for sale
 
—
 
39,001
Total liabilities
 
22,107,836
 
23,116,937
Redeemable noncontrolling interests
1,433,185
1,394,814
Commitments and contingencies
 
 
Capital:
 
   
  
Partners’ capital:
 
   
  
General Partner:
 
   
  
Preferred units, $755,000 liquidation preference ($25.00 per unit), 30,200
units issued and outstanding as of December 31, 2024 and
December 31, 2023
 
731,690  
731,690
Common units, 336,637 and 311,608 issued and outstanding as of
December 31, 2024 and December 31, 2023, respectively
 
21,790,990  
19,137,237
Limited Partners, 6,135 and 6,449 units issued and outstanding as of
December 31, 2024 and December 31, 2023, respectively
 
426,183  
459,356
Accumulated other comprehensive loss
 
(1,212,367) 
(772,668)
Total partners’ capital
 
21,736,496  
19,555,615
Noncontrolling interests in consolidated entities
 
6,099  
45,892
Total capital
 
21,742,595  
19,601,507
Total liabilities and capital
$
45,283,616
$
44,113,258
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
99
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per unit data)
Year Ended December 31, 
2024
    
2023
    
2022
Operating Revenues:
   
   
  
Rental and other services
$
5,482,472
$
5,430,173
$
4,662,683
Fee income and other
 
72,496
 
46,888
 
29,151
Total operating revenues
 
5,554,968
 
5,477,061
 
4,691,834
Operating Expenses:
 
  
 
  
 
  
Rental property operating and maintenance
 
2,318,337
 
2,381,666
 
1,825,817
Property taxes and insurance
 
200,778
 
216,405
 
191,745
Depreciation and amortization
 
1,771,797
 
1,694,859
 
1,577,933
General and administrative
 
480,023
 
449,056
 
422,167
Transactions and integration
 
93,902
 
84,722
 
68,766
Provision for impairment
 
191,184
 
118,363
 
3,000
Other
 
27,083
 
7,529
 
12,438
Total operating expenses
 
5,083,104
 
4,952,600
 
4,101,866
Operating income
471,864
524,461
589,968
Other Income (Expenses):
Equity in loss of unconsolidated entities
 
(120,138)
 
(29,791)
 
(13,497)
Gain on disposition of properties, net
595,825
 
900,531
 
176,754
Other income, net
 
154,243
 
68,431
 
8,917
Interest expense
 
(452,836)
 
(437,741)
 
(299,132)
Loss on debt extinguishment and modifications
(5,871)
 
—
 
(51,135)
Income tax expense
 
(54,760)
 
(75,579)
 
(31,550)
Net income
588,327
950,312
380,325
Net loss attributable to noncontrolling interests
26,863
19,236
5,459
Net income attributable to Digital Realty Trust, L.P.
 
615,190
 
969,548
 
385,784
Preferred units distributions
 
(40,724)
 
(40,724)
 
(40,724)
Net income available to common unitholders
$
574,466
$
928,824
$
345,060
Net income per unit available to common unitholders:
 
  
 
  
 
  
Basic
$
1.74
$
3.05
$
1.18
Diluted
$
1.62
$
2.89
$
1.12
Weighted average common units outstanding:
Basic
329,485
304,651
292,123
Diluted
337,696
315,113
303,708
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
100
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year Ended December 31, 
2024
    
2023
    
2022
Net income
$
588,327
$
950,312
$
380,325
Other comprehensive income (loss):
 
  
 
  
 
  
Foreign currency translation adjustments
 
(605,636)
 
(209,973)
 
(377,873)
Increase (decrease) in fair value of derivatives
 
162,721
 
(21,406)
 
(93,803)
Reclassification to interest expense from derivatives
 
(40,072)
 
(32,789)
 
(7,044)
Other comprehensive loss
(482,987)
(264,168)
(478,720)
Comprehensive income (loss)
$
105,340
$
686,144
$
(98,395)
Comprehensive loss attributable to noncontrolling interests
 
69,942
 
122,972
 
52,202
Comprehensive income (loss) attributable to Digital Realty Trust, L.P.
$
175,282
$
809,116
$
(46,193)
See accompanying notes to the consolidated financial statements.

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101
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL
(in thousands, except unit data)
Accumulated
Redeemable
General Partner
Limited Partners
Other
Noncontrolling
Preferred Units
Common Units
Common Units
Comprehensive
Noncontrolling
    
Interests
    
Units
     Amount     
Units
    
Amount
    
Units
     Amount     
(Loss)
    
Interests
     Total Capital
Balance as of
December 31, 2021
$
46,995
30,200,000
$ 731,690
284,415,013
$17,446,758
5,931,771
$ 432,902
$
(181,445)
$
46,882
$ 18,476,787
Conversion of limited partner
common units to general
partner common units
 
—  
—
 
—  
36,284
 
2,942  
(36,284)
 
(2,942)
 
—
 
—
 
—
Vesting of restricted common
units, net
 
—  
—
 
—  
340,874
 
—  
—
 
—
 
—
 
—
 
—
Partial settlement of forward
sale agreements, net of costs
 
—  
—
 
—  
6,250,000
 
923,463  
—
 
—
 
—
 
—
 
923,463
Issuance of limited partner
common units, net
 
—  
—
 
—  
—
 
—  
393,182
 
—
 
—
 
—
 
—
Units issued under equity
plans, net of unit settlement
to satisfy tax withholding
upon vesting
—  
—
 
—  
106,051
 
8,639  
—
 
—
 
—
 
—
 
8,639
Units repurchased and retired
to satisfy tax withholding
upon vesting
—  
—
 
—  
—
 
(7,143) 
—
 
—
 
—
 
—
 
(7,143)
Amortization of share-based
compensation
 
—  
—
 
—  
—
 
92,461  
—
 
—
 
—
 
—
 
92,461
Reclassification of vested
share-based awards
 
—  
—
 
—  
—
 
(29,864) 
—
 
29,864
 
—
 
—
 
—
Adjustment to redeemable
partnership units
 
(11,954) 
—
 
—  
—
 
11,954  
—
 
—
 
—
 
—
 
11,954
Distributions
 
(760) 
—
 
(40,724) 
—
  (1,403,344) 
—
 
(30,796)
 
—
 
—
 
(1,474,864)
Redeemable noncontrolling
interests associated with
acquisition of Teraco
 
1,530,090  
—
 
—  
—
 
—  
—
 
—
 
—
 
—
 
—
Contributions from
noncontrolling interests in
consolidated entities
 
1,703  
—
 
—  
—
 
—  
—
 
—
 
—
 
46,277
 
46,277
Sale of noncontrolling
interest in property to DCRU
 
—  
—
 
—  
—
 
64,616  
—
 
—
 
—
 
12,275
 
76,891
Net income (loss)
 
(4,653) 
—
 
40,724  
—
 
336,960  
—
 
7,914
 
—
 
(620)
 
384,978
Other comprehensive income
(loss)
 
(46,742)
—
—
—
—
—
—
(431,978)
—
(431,978)
Balance as of
December 31, 2022
$
1,514,679  
30,200,000
$ 731,690  
291,148,222
$17,447,442  
6,288,669
$ 436,942
$
(613,423)
$
104,814
$ 18,107,465
See accompanying notes to the consolidated financial statements.

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102
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL (continued)
(in thousands, except unit data)
Accumulated
    
Redeemable
General Partner
Limited Partners
Other
Noncontrolling
Preferred Units
Common Units
Common Units
Comprehensive
Noncontrolling
    
Interests
    
Units
     Amount     
Units
    
Amount
    
Units
     Amount     
(Loss)
    
Interests
     Total Capital
Balance as of
December 31, 2022
$
1,514,679  
30,200,000
$ 731,690  
291,148,222
$17,447,442  
6,288,669
$ 436,942
$
(613,423)
$
104,814
$ 18,107,465
Conversion of limited partner
common units to general
partner common units
 
—  
—
—  
112,607
 
8,234  
(112,607)
 
(8,234)
 
—
 
—
 
—
Vesting of restricted common
units, net
 
—  
—
 
—  
265,671
 
—  
—
 
—
 
—
 
—
 
—
Issuance of common units,
net of costs
 
—  
—
—  
19,957,541
 
2,207,260  
—
 
—
 
—
 
—
 
2,207,260
Issuance of limited partner
common units, net
 
—
—
 
—
—
—
272,925
—
—
—
—
Units issued under equity
plans, net of unit settlement
to satisfy tax withholding
upon vesting
 
—
—
 
—
123,539
(1,945)
—
—
—
—
(1,945)
Amortization of share-based
compensation
 
—  
—
 
—  
—
 
88,518  
—
 
—
 
—
 
—
 
88,518
Reclassification of vested
share-based awards
 
—  
—
 
—  
—
 
(41,396) 
—
 
41,396
 
—
 
—
 
—
Adjustment to redeemable
partnership units
 
5,354  
—
 
—  
—
 
(5,354) 
—
 
—
 
—
 
—
 
(5,354)
Distributions
(760) 
—
 
(40,724) 
—
  (1,472,449) 
—
 
(30,983)
 
—
 
—
 
(1,544,156)
Contributions from
noncontrolling interests in
consolidated entities
129  
—
—  
—
 
—  
—
 
—
 
—
 
4,345
 
4,345
Deconsolidation of
noncontrolling interest in
consolidated entities
—
—
—
—
—
—
—
—
(65,358)
(65,358)
Net income (loss)
(17,618)
—
40,724
—
908,114
—
20,235
—
(1,143)
967,930
Other comprehensive income
(loss)
(106,970) 
—
—  
—
 
(1,187) 
—
 
—
 
(159,245)
 
3,234
 
(157,198)
Balance as of
December 31, 2023
$
1,394,814  
30,200,000
$ 731,690  
311,607,580
$19,137,237  
6,448,987
$ 459,356
$
(772,668)
$
45,892
$ 19,601,507
See accompanying notes to the consolidated financial statements.

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103
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL (continued)
(in thousands, except unit data)
Accumulated
Redeemable
General Partner
Limited Partners
Other
Noncontrolling
Preferred Units
Common Units
Common Units
Comprehensive
Noncontrolling
    
Interests
    
Units
     Amount     
Units
    
Amount
    
Units
     Amount     
(Loss)
    
Interests
     Total Capital
Balance as of
December 31, 2023
 
$
1,394,814
30,200,000
$ 731,690
311,607,580
$19,137,237  
6,448,987
$ 459,356
$
(772,668)
$
45,892
$ 19,601,507
Conversion of limited partner
common units to general
partner common units
 
—
—
 
—
552,869
 
39,573
(552,869)
 
(39,573)
 
—
 
—
 
—
Vesting of restricted common
units, net
 
—
—
—
217,478
—
—
—
—
—
—
Issuance of common units,
net of costs
—
—
 
—
24,138,787
 
3,650,771
—
 
—
 
—
 
—
 
3,650,771
Issuance of limited partner
common units, net
—
—
 
—
—
 
—
238,694
 
—
 
—
 
—
 
—
Units issued under equity
plans, net of unit settlement
to satisfy tax withholding
upon vesting
—
—
 
—
120,028
 
2,757
—
 
—
 
—
 
—
 
2,757
Amortization of share-based
compensation
—
—
 
—
—
 
81,803
—
 
—
 
—
 
—
 
81,803
Reclassification of vested
share-based awards
—
—
 
—
—
 
(27,424)
—
 
27,424
 
—
 
—
 
—
Adjustment to redeemable
partnership units
98,601
—
 
—
—
 
(98,601)
—
 
—
 
—
 
—
 
(98,601)
Distributions
(760)
—
(40,724)
—
(1,591,304)
—
(31,132)
—
—
(1,663,160)
Sale of noncontrolling
interest in property to DCRU
 
—
—
—
—
32,319
—
—
—
12,115
44,434
Contributions from
(distributions to)
noncontrolling interests in
consolidated entities
 
—
—
—
—
—
—
—
—
(21,418)
(21,418)
Deconsolidation of
consolidated entities
—
—
—
—
—
—
—
—
(20,308)
(20,308)
Net income (loss)
(26,769)
—
40,724
—
561,766
—
12,410
—
196
615,096
Other comprehensive income
(loss)
 
(32,701)
—
 
—
—
 
2,093
—
 
(2,302)
 
(439,699)
 
(10,378)
 
(450,286)
Balance as of
December 31, 2024
$
1,433,185  
30,200,000
$ 731,690  
336,636,742
$21,790,990  
6,134,812
$ 426,183
$
(1,212,367)
$
6,099
$ 21,742,595
See accompanying notes to the consolidated financial statements.

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104
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31, 
2024
    
2023
    
2022
Cash flows from operating activities:
   
   
  
Net income
$
588,327
$
950,312
$
380,325
Adjustments to reconcile net income to net cash provided by
operating activities:
 
Gain on disposition of properties, net
 
(595,825)
 
(900,531)
 
(176,754)
Provision for impairment
191,184
118,363
—
Equity in loss of unconsolidated entities
 
120,138
 
29,791
13,497
Distributions from unconsolidated entities
 
78,269
 
73,518
 
42,376
Depreciation and amortization
1,771,797
1,694,859
 
1,577,933
Amortization of share-based compensation
 
75,606
 
80,532
 
92,461
Loss on debt extinguishment and modifications
 
5,871
 
—
 
51,135
Straight-lined rents and amortization of above and below market
leases
 
(56,465)
 
(50,931)
 
(64,954)
Amortization of deferred financing costs and debt discount /
premium
28,666
26,834
 
18,848
Other operating activities, net
29,237
(8,216)
 
(45,141)
Changes in assets and liabilities:
Increase in accounts receivable and other assets
(342,061)
(155,317)
 
(272,452)
Increase (decrease) in accounts payable and other liabilities
 
366,733
 
(224,434)
 
42,114
Net cash provided by operating activities
2,261,477
1,634,780
 
1,659,388
Cash flows from investing activities:
 
 
Improvements to investments in real estate
(2,831,740)
(3,525,598)
(2,643,097)
Cash paid for business combination / asset acquisitions, net of cash
acquired
(508,001)
(52,297)
(1,930,178)
Investments in and advances to unconsolidated entities
 
(315,623)
(336,456)
 
(299,427)
Return of investment from unconsolidated entities
99,864
241,984
3,332
Proceeds from sale of assets
1,764,835
2,619,778
271,567
Other investing activities, net
(115,492)
(62,522)
 
(101,600)
Net cash used in investing activities
(1,906,157)
(1,115,111)
(4,699,403)
Cash flows from financing activities:
Proceeds from credit facilities
1,636,351
2,870,841
5,510,267
Payments on credit facilities
(1,715,044)
(3,293,644)
(3,820,086)
Borrowings on secured / unsecured debt
2,234,999
869,132
2,791,027
Repayments on secured / unsecured debt
 
(2,119,007)
(111,979)
(1,036,577)
Capital (distribution to) contributions from noncontrolling interests,
net
 
(21,418)
4,474
44,312
General partner contributions
3,650,771
2,207,259
928,432
Payments of dividends and distributions
 
(1,633,247)
(1,520,644)
(1,450,637)
Other financing activities, net
 
30,028
(61,965)
52,073
Net cash provided by financing activities
 
2,063,433
 
963,474
2,969,149
Net increase in cash, cash equivalents and restricted cash
 
2,418,753
 
1,483,143
(70,866)
Effect of exchange rate changes on cash, cash equivalents and
restricted cash
(178,523)
 
2,631
70,077
Cash, cash equivalents and restricted cash at beginning of period
1,636,470
 
150,696
151,485
Cash, cash equivalents and restricted cash at end of period
$
3,876,700
$
1,636,470
$
150,696
See accompanying notes to the consolidated financial statements.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-
December 31, 2024 and 2023
105
1. General
Organization and Description of Business. Digital Realty Trust, Inc. (the Parent), through its controlling interest in Digital
Realty Trust, L.P. (the Operating Partnership or the OP) and the subsidiaries of the OP (collectively, we, our, us or the Company),
is a leading global provider of data center (including colocation and interconnection) solutions for customers across a variety of
industry verticals ranging from cloud and information technology services, social networking and communications to financial
services, manufacturing, energy, healthcare, and consumer products. The OP, a Maryland limited partnership, is the entity
through which the Parent, a Maryland corporation, conducts its business of owning, acquiring, developing and operating data
centers. The Parent operates as a REIT for U.S. federal income tax purposes.
The Parent’s only material asset is its ownership of partnership interests of the OP. The Parent generally does not conduct
business itself, other than acting as the sole general partner of the OP, issuing public securities from time to time and
guaranteeing certain unsecured debt of the OP and certain of its subsidiaries and affiliates. The Parent has not issued any debt but
guarantees the unsecured debt of the OP and certain of its subsidiaries and affiliates.
The OP holds substantially all the assets of the Company. The OP conducts the operations of the business and has no publicly
traded equity. Except for net proceeds from public equity issuances by the Parent, which are generally contributed to the OP in
exchange for partnership units, the OP generally generates the capital required by the Company’s business primarily through the
OP’s operations, by the OP’s or its affiliates’ direct or indirect incurrence of indebtedness or through the issuance of partnership
units.
Accounting Principles and Basis of Presentation. The accompanying consolidated financial statements and accompanying
notes (the “Consolidated Financial Statements”) are prepared in accordance with United States generally accepted accounting
principles (“U.S. GAAP”) and are presented in our reporting currency, the U.S. dollar. All of the accounts of the Parent, the OP,
and the subsidiaries of the OP are included in the Consolidated Financial Statements. All material intercompany transactions
with consolidated entities have been eliminated.
Management Estimates and Assumptions. U.S. GAAP requires us to make estimates and assumptions that affect reported
amounts of revenue and expenses during the reporting period, reported amounts for assets and liabilities as of the date
of the financial statements, and disclosures of contingent assets and liabilities as of the date of the financial statements.
Although we believe the estimates and assumptions we made are reasonable and appropriate, as discussed in the
applicable sections throughout the Consolidated Financial Statements, different assumptions and estimates could
materially impact our reported results. Actual results and outcomes may differ from our assumptions.
2. Summary of Significant Accounting Policies
Consolidation. We consolidate all entities that are wholly owned as well as all partially-owned entities that we control. In
addition, we consolidate any variable interest entities (“VIEs”) for which we are the primary beneficiary. We evaluate whether or
not an entity is a VIE (and we are the primary beneficiary) through consideration of substantive terms in the arrangement to
identify which enterprise has the power to direct the activities of the entity that most significantly impact the entity’s economic
performance and the obligation to absorb losses/receive benefits from the entity.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
106
For entities that do not meet the definition of VIEs, we first consider if we are the general partner or a limited partner (or the
equivalent in investments not structured as partnerships). We consolidate entities in which we are the general partner and the
limited partners do not have rights that would preclude control. For entities in which we are the general partner, but the limited
partners hold substantive participating or kick-out rights that prohibit our ability to control the entity, we apply the equity method
of accounting since, as the general partner, we have the ability to exercise significant influence over the operating and financial
policies of the entities. For entities in which we are a limited partner, or that are not structured similar to a partnership, we
consider factors such as ownership interest, voting control, authority to make decisions and contractual and substantive
participating rights of the partners. When factors indicate we have a controlling financial interest in an entity, we consolidate the
entity.
Foreign Operations and Foreign Currencies. The functional currency of each of our consolidated subsidiaries and
unconsolidated entities operating in other countries is the principal currency in which each entity’s assets, liabilities, income and
expenses are denominated, which may be different from the local currency of incorporation or the currency with which the
entities conduct their operations. The primary functional currencies impacting our business include the Euro, Japanese yen,
British pound sterling, Singapore dollar, South African rand and Brazilian real.
For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate financial statements into U.S.
dollars at the time we consolidate these subsidiaries’ financial statements. Generally, assets and liabilities are translated at the
exchange rate in effect at the balance sheet date. Certain balance sheet items, such as equity and capital-related accounts are
reflected at historical exchange rates. Income statement accounts are generally translated at the average exchange rates for the
reporting periods.
We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in the functional
currency of the entities. When debt is denominated in a currency other than the functional currency of an entity, a gain or loss
can result. The associated adjustment is reflected in other (expenses) income, net, in the consolidated income statements, unless
it is intercompany debt that is deemed to be long-term in nature or third-party debt that has been designated as a nonderivative
net investment hedge – in which case the associated adjustments are reflected as a cumulative translation adjustment as a
component of other comprehensive income. In the statement of cash flows, cash flows denominated in foreign currencies are
translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period,
depending on the nature of the cash flow items.
Acquisition Accounting. We evaluate whether or not substantially all of the value of acquired assets is concentrated in a single
identifiable asset or group of identifiable assets to determine whether a transaction is accounted for as an asset acquisition or a
business combination. For asset acquisitions: (1) transaction costs are included in the total costs of the acquisition and are
allocated on a pro-rata basis to the carrying value of the assets and liabilities acquired, (2) real estate assets acquired are
measured based on their cost or total consideration exchanged with any excess consideration or bargain purchase amount
allocated to real estate properties and their associated intangibles such as above and below-market leases, in-place leases,
acquired ground leases, and customer relationship value and (3) all other assets and liabilities assumed, including any debt, are
recorded at fair value. For business combinations: (1) transaction costs are expensed as incurred, (2) all acquired tangible and
identifiable intangible assets are recognized at fair value, (3) the amount of any purchase consideration that exceeds the fair
value of the tangible and identifiable intangible assets acquired is recognized as goodwill, and (4) to the extent the purchase
consideration is less than the fair value of the tangible and identifiable intangible assets acquired, a gain on bargain purchase is
recognized.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
107
When we obtain control of an unconsolidated entity that we previously held as an equity method investment and the acquisition
qualifies as a business combination, we remeasure our previously held interest in the unconsolidated entity at its acquisition-date
fair value, derecognize the book value associated with that interest, and recognize any resulting gain or loss in earnings.
We allocate purchase price primarily using Level 2 and Level 3 inputs (further defined in Fair Value Measurements) as follows:
Real Estate. The fair value of acquired land is determined based on relevant market data, such as comparable land sales. The fair
value of acquired improvements is determined based on replacement cost as adjusted for any physical and/or market
obsolescence. Operating properties are valued as if they are vacant (“as-if-vacant”) by applying an income approach
methodology using either a discounted cash flow analysis or by applying a capitalization rate to the estimated Net Operating
Income (“NOI”) of a property. As-if-vacant values consider estimated carrying costs during expected lease-up periods and costs
to execute similar leases (based on current market conditions). Carrying costs during expected lease up periods include real
estate taxes, insurance and other operating expenses as well as estimates of lost rental revenue during the expected lease-up
periods. Costs to execute similar leases include lease commissions, tenant improvements, legal and other related costs.
Lease Intangibles. The portion of the purchase price related to acquired in-place leases is recorded as intangible assets and
liabilities as follows:
●
Above and below market leases: We use a discounted cash flow approach to determine the estimated present value
of any difference between contractual rents for acquired in-place leases as compared to current market rents. If
rents on acquired in-place leases are higher than current market rents, we record an intangible asset for the
favorable rents. If rents on acquired in-place leases are lower than current market rents, we record a liability for the
unfavorable rents. Favorable rent assets are amortized as a reduction to rental income over the remaining non-
cancelable term of the lease. Unfavorable rent liabilities are amortized as an increase to rental income over the
initial lease term plus any below-market fixed rate renewal periods.
●
In-place lease value: Since the as-if-vacant model is used to determine the value of acquired operating properties,
the value of such properties does not include the value associated with having existing tenants who are leasing
space in the purchased properties. Having in-place tenants allows buyers to avoid costs associated with leasing the
property as well as any rent losses and unreimbursed operating expenses during the lease-up period. An asset for
such benefits is recorded separately as in-place lease value. In-place lease value is determined based on estimated
carrying costs during hypothetical expected lease-up periods as well as costs to execute similar leases. We
determine expected carrying costs and costs to execute similar leases in the same manner as described in the
previous discussion of the valuation of operating properties using the as-if-vacant model. The value of in-place
leases is amortized to expense over the remaining initial terms of the respective leases.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
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●
Customer relationship value: In some transactions, customers acquired are expected to generate recurring revenues
beyond existing in-place lease terms. We utilize the multi-period excess earnings method to determine customer
relationship value, if any. Key factors reflected in this approach include: (1) projected revenue growth from
existing customers, (2) historical customer lease renewals and attrition rates, (3) rental renewal probabilities and
related market terms, (4) estimated operating costs, and (5) discount rate. Customer relationship value is amortized
to expense ratably over the anticipated life of substantially all of the acquired customer relationships that are
expected to generate excess earnings.
Debt. We recognize the fair value of any acquired debt based on contractual future cash flows discounted using borrowing
spreads and market interest rates that would be available to us for issuance of debt with similar terms and remaining maturities.
If acquired debt is publicly traded, we utilize available market data to determine fair value of the debt. Any discount or premium
on the principal is included in the carrying value of the debt and amortized to interest expense over the remaining term of the
debt using the effective interest method.
Noncontrolling interests. The fair value of the ownership percentage of acquired entities held by third parties is determined based
on the fair value of the consolidated net assets acquired, adjusted for any put or call options or other such features associated of
the noncontrolling interests.
Other acquired assets and liabilities. The fair value of other acquired assets and liabilities is determined using the best
information available. For working capital items that are short-term in nature, fair value is generally presumed to equal the
seller’s carrying value, unless facts and circumstances suggest otherwise.
Fair Value Measurements. Fair value is intended to reflect the price that would be received for the sale of an asset or paid for
the transfer of a liability in an orderly transaction between market participants at the measurement date (the exit price). We
estimate fair value using available market information and valuation methods we believe to be appropriate for these purposes.
Given the significant amount of judgement and subjectivity involved in the determination of fair value, estimated fair value is
not necessarily indicative of amounts that would be realized on disposition. There are three levels in the fair value hierarchy
under U.S. GAAP, which are:
●
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that an entity can access at
the measurement date.
●
Level 2 – Inputs that are directly or indirectly observable for the associated asset or liability, but which do not
qualify as Level 1 inputs.
●
Level 3 – Unobservable inputs for the asset or liability.
In instances where inputs from multiple different levels of the fair value hierarchy are used to determine fair value, the lowest
level input that is significant is used to determine the fair-value measurement in its entirety. Our assessment of the significance
of a particular input to a fair-value measurement requires judgment and considers factors specific to the asset or liability. We
utilize fair value measurements on a recurring basis to determine the fair value of: marketable equity securities, share-based
compensation awards, derivative instruments, and outstanding debt. Such measurements are also regularly utilized in assessing
whether or not impairments may exist on intangible assets (including goodwill). In addition, we utilize fair value measurements
on a non-recurring basis to determine the fair value associated with assets held for sale, acquisitions of assets, and acquisitions of
businesses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
109
Investments in Unconsolidated Entities. Investments in unconsolidated entities as reflected on the consolidated balance sheets
includes all investments accounted for using the equity method. We use the equity method to account for these investments,
because we have the ability to exercise significant influence over their operating and financial policies, but do not control them.
Equity method investments are initially recognized at our cost. Transaction costs related to the formation of equity method
investments are also capitalized. We subsequently adjust these balances to reflect: (1) our proportionate share of net
earnings/losses of the entities and accumulated other comprehensive income or loss, (2) distributions received, (3) contributions
made, (4) sales and redemptions of our investments, and (5) certain other adjustments, as appropriate. When circumstances
indicate there may have been a reduction in the value of an equity method investment, we evaluate whether or not the loss in
value is other than temporary. If we determine that a loss in value is other than temporary, we recognize an impairment charge to
reflect the equity investment at fair value.
With regard to the cash flow classifications of distributions from unconsolidated entities, we have elected the nature of the
distribution approach as the information is available to us to determine the nature of the underlying activity that generated the
distributions. In accordance with this approach, cash flows generated from the operations of an unconsolidated entity are
classified as a return on investment (cash inflow from operating activities) and cash flows that are generated from property sales,
debt refinancing or sales and redemptions of our investments are classified as a return of investment (cash inflow from investing
activities).
The Company has a negligible value of investments accounted for under the cost-method. These investments are included in
Other assets on the consolidated balance sheets.
Cash and Cash Equivalents. We consider all cash on hand, demand deposits with financial institutions, and short-term highly
liquid investments with original maturities of 90 days or less to be cash and cash equivalents. Our cash and cash equivalents are
financial instruments exposed to concentrations of credit risk. We invest our cash with high-credit quality institutions. We may
invest our cash balances in money market accounts that are not insured. We do not believe we are exposed to any significant
credit risk associated with our cash and cash equivalents and have not realized any losses associated with cash investments or
accounts.
Restricted Cash. Cash that is held for a specific purpose and thus not available to us for immediate or general business use is
categorized separately from cash and cash equivalents and is included in Other assets on the consolidated balance sheet.
Restricted cash primarily consists of contractual capital expenditures and other deposits.
Assets Held for Sale. We classify an asset as held for sale when the following criteria are met: (1) management that has the
proper authority has approved and committed to a plan to sell, (2) the asset is available for immediate sale, (3) an active program
to locate a buyer has commenced, (4) the sale of the asset is probable, and (5) transfer of the asset is expected to occur within
one year. Assets classified as held for sale are recorded at the lower of carrying value or fair value less costs to sell and are no
longer depreciated.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
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Investments in Real Estate. Investments in real estate are stated at cost, less accumulated depreciation and amortization. Land
is not depreciated. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the
respective assts. Depreciable lives of assets are stated below.
Acquired ground leases
     Terms of the related lease
Buildings and improvements
5-39 years
Machinery and equipment
7-15 years
Furniture and fixtures
3-5 years
Leasehold improvements
Shorter of the estimated useful lives or the terms of the related leases
Tenant improvements
Shorter of the estimated useful lives or the terms of the related leases
Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of
the asset. Repairs and maintenance are charged to expense as incurred.
Capitalization of Costs.
Development costs – During the land development and construction periods of qualifying projects, we capitalize direct and
indirect project costs that are clearly associated with the development of properties. Capitalized project costs include all costs
associated with the development of a property. Such costs include the cost of land and buildings, improvements and fixed
equipment, design and engineering, other construction costs, interest, property taxes, insurance, legal fees, personnel working on
the project, and corporate supervision. Capitalization of costs ceases when development projects are substantially complete and
ready for their intended use. We generally consider development projects to be substantially complete and ready for intended use
upon receipt of a certificate of occupancy.
Leasing commissions – Leasing commissions and other direct costs associated with the acquisition of tenants are capitalized and
amortized on a straight-line basis over the terms of the related leases. During the years ended December 31, 2024, 2023 and
2022, we capitalized deferred leasing costs of approximately $49.3 million, $43.1 million and $51.8 million, respectively.
Deferred leasing costs are included in Customer relationship value, deferred leasing costs and intangibles on the consolidated
balance sheet and amounted to approximately $207.9 million and $220.5 million, net of accumulated amortization of $605.1
million and $558.3 million, as of December 31, 2024 and 2023, respectively. Amortization expense on leasing costs was
approximately $74.3 million, $76.8 million, and $79.2 million for the years ended December 31, 2024, 2023 and 2022,
respectively.
Recoverability of Real Estate Assets. We assess the carrying value of our properties whenever events or circumstances indicate
carrying amounts of these assets may not be fully recoverable (“triggering events"). Triggering events typically relate to a change
in the expected holding period of a property, an adverse change in expected future cash flows of the property, or a trend of past
cash flow losses that is expected to continue in the future. If our assessment of triggering events indicates the carrying value of a
property or asset group might not be recoverable, we estimate the future undiscounted net cash flows expected to be generated
by the assets and compare that amount to the book value of the assets. If our future undiscounted net cash flow evaluation
indicates we are unable to recover the carrying value of a property or asset group, we record an impairment loss to provision for
impairment in our consolidated income statements to the extent the carrying value of the property or asset group exceeds fair
value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
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We generally estimate fair value of rental properties using a discounted cash flow analysis that includes projections of future
revenues, expenses, and capital improvements that a market participant would use. In certain cases, we may supplement this
analysis by obtaining outside broker opinions of value. When determining undiscounted future cash flows, we consider factors
such as future operating income trends and prospects as well as the effects of leasing demand, competition and other factors.
Goodwill and Other Acquired Intangible Assets. Goodwill represents the excess of the purchase price over the fair value of
net tangible and intangible assets acquired in a business combination. Goodwill is not amortized. Goodwill is evaluated for
impairment at the reporting unit level. The Company has one reportable segment and one reporting unit. We evaluate goodwill
for impairment whenever events or changes in circumstances occur that would more likely than not reduce the fair value of the
reporting unit below its carrying value. In addition to monitoring for impactful events and circumstances, we perform an annual
one-step quantitative test in which we compare the reporting unit’s carrying value to its fair value. We determine the fair value of
the reporting unit based on quoted market prices of the Company’s publicly traded shares. To the extent the fair value of the
reporting unit is less than its carrying value, we would record an impairment charge equal to the amount by which the carrying
value of the reporting unit exceeds its fair value. We have not recognized any goodwill impairments since our inception. Since a
significant aspect of our goodwill is denominated in foreign currencies, changes to our goodwill balance can occur over time due
to changes in foreign currency exchange rates.
Other acquired intangible assets consist primarily of customer relationship value and in-place lease value. All of our other
acquired intangible assets have finite useful lives. If impairment indicators arise with respect to these finite-lived intangible
assets, we evaluate for impairment by comparing the carrying amount of the assets to the estimated future undiscounted net cash
flows expected to be generated by the assets. If estimated future undiscounted cash flows exceed the carrying value of the assets,
we record an impairment charge equal to the amount by which the carrying value exceeds the estimated fair value of the assets.
We have no indefinite-lived intangible assets other than goodwill.
Share-Based Compensation. The Company provides a variety of share-based compensation awards to employees and directors,
including awards that contain time-based vesting criteria and a combination of time-based and performance-based criteria. The
Company measures all share-based compensation awards at grant date fair value. The fair value of awards that include only a
time-based service condition (“time-based awards”) and / or a performance-based condition is the closing price of the
Company’s publicly traded shares at the grant date – and is expensed over the requisite service period. The fair value of awards
that include a combination of market-based criteria and time-based vesting is measured using a Monte Carlo simulation method.
The fair value of these awards is expensed over the requisite service period – and is not adjusted based on actual achievement of
the market performance condition.
Derivative Instruments. As part of the Company’s risk management program, a variety of financial instruments, such as
interest rate swaps and foreign exchange contracts, may be used to mitigate interest rate and foreign currency exposures. The
Company utilizes derivative instruments to manage risks, and not for trading or speculative purposes. All derivatives are
recorded at fair value. The majority of inputs used to value our derivatives fall within Level 2 of the fair value hierarchy.
However, credit valuation adjustments utilize Level 3 inputs (such as estimates of current credit spreads). Based on the
insignificance of credit valuation adjustments to the overall valuation of our derivatives, we have determined that valuation of
our outstanding derivatives is properly categorized in Level 2 of the fair value hierarchy.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
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Changes in the fair value of derivatives are recognized periodically either in earnings or in other comprehensive income (loss),
depending on whether the derivative financial instrument is undesignated or qualifies for hedge accounting, and if so, whether it
represents a fair value, cash flow, or net investment hedge. Gains and losses on derivatives designated as cash flow hedges, to the
extent they are included in the assessment of effectiveness, are recorded in other comprehensive income (loss) and subsequently
reclassified to earnings to offset the impact of the hedged items when they occur. In the event it becomes probable the forecasted
transaction to which a cash flow hedge relates will not occur, the derivative would be terminated and the amount in other
comprehensive income (loss) would be recognized in earnings.
Gains and losses representing components excluded from the assessment of effectiveness for cash flow and fair value hedges are
recognized in earnings on a straight-line basis in the same caption as the hedged item over the term of the hedge. Gains and
losses representing components excluded from the assessment of effectiveness for net investment hedges are recognized in
earnings on a straight-line basis over the term of the hedge.
Interest Rate Swaps – The Company uses interest rate swaps to add stability to interest expense and to manage our exposure to
interest rate movements related to certain floating rate debt obligations. Interest rate swaps designated as cash flow hedges
involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the
agreements without exchange of the underlying notional amount. We record all interest rate swaps on the balance sheet at fair
value. The fair value of interest rate swaps is determined using the market standard methodology of netting discounted future
fixed cash receipts (or payments) and discounted expected variable cash payments (or receipts). Variable cash payments (or
receipts) are based on expected future interest rates derived from observable market interest rate curves. We incorporate credit
valuation adjustments to appropriately reflect nonperformance risk for the Company and for the respective counterparties. The
counterparties of interest rate swaps are generally larger financial institutions engaged in providing a variety of financial
services.
Interest rate derivatives are presented on a gross basis on the consolidated balance sheets – with interest rate swap assets
presented in other assets, and interest rate swap liabilities presented in accounts payable and other accrued liabilities. As of
December 31, 2024, there was no impact from netting arrangements, because the Company had no derivatives in liability
positions. Net interest paid or received on interest rate swaps is recognized as interest expense. Gains and losses resulting from
the early termination of interest rate swap agreements are deferred and amortized as adjustments to interest expense over the
remaining period of the debt originally covered by the terminated swap.
Foreign Currency Contracts – The Company may, from time to time, enter into forward contracts pursuant to which we agree to
sell an amount of one currency in exchange for an agreed-upon amount of another currency. These agreements are typically
entered into to manage exposures related to transactions that are settled in currencies other than the functional currency of the
legal entity that is party to the transactions. To the extent the Company does not designate such instruments as hedges, changes
in the fair value of these instruments are reflected in earnings. The Company had no outstanding derivative foreign currency
contracts as of December 31, 2024.
Hedge of Net Investment in Foreign Operations – The Company has no outstanding derivatives that function as hedges of net
investments in foreign operations. However, notes denominated in the Swiss franc with a total outstanding principal balance of
545 million Swiss francs (“CHF”) issued by Digital Intrepid Holding B.V. (“DIH”, a wholly-owned subsidiary of the OP with
Euro functional currency) are designated as non-derivative hedges of DIH’s net investment in certain of its subsidiaries that have
CHF as the functional currency. Changes in the fair value of these hedges, to the extent they are included in the assessment of
effectiveness, are reported in other comprehensive income (loss) and will be deferred until disposal of the underlying assets
(which is currently not expected to occur). Any amounts excluded from the assessment of effectiveness are reflected as foreign-
currency transaction gains/losses which are included as Other (expense) income, net in the consolidated income statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
113
Cross-Currency Interest Rate Swaps – The Company's cross-currency interest rate swap agreements synthetically swap U.S.
dollar-denominated fixed rate debt for foreign currency-denominated fixed rate debt and are designated as net investment hedges
for accounting purposes. The gain or loss on the net investment hedge derivative instruments is included in the foreign currency
translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. Interest payments
received from the cross-currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in
interest expense on the consolidated income statements.
See Note 17. “Derivative Instruments” for further discussion on the Company’s outstanding derivative instruments.
Income Taxes. Digital Realty Trust, Inc. has elected to be treated as a real estate investment trust (a “REIT”) for U.S. federal
income tax purposes. As a REIT, Digital Realty Trust, Inc. generally is not required to pay U.S. federal corporate income tax to
the extent taxable income is currently distributed to its stockholders. If Digital Realty Trust, Inc. were to fail to qualify as a REIT
in any taxable year, it would be subject to U.S. federal and state income taxes (including any applicable alternative minimum
tax) on its taxable income.
The Company is subject to foreign, state and local income taxes in the jurisdictions in which it conducts business. The
Company’s taxable REIT subsidiaries are subject to federal, state, local and foreign income taxes to the extent there is taxable
income. Accordingly, the Company recognizes current and deferred income taxes for the Company and its taxable REIT
subsidiaries, including for U.S. federal, state, local and foreign jurisdictions, as applicable.
We assess our significant tax positions in accordance with U.S. GAAP for all open tax years and determine whether we have any
material unrecognized liabilities from uncertain tax benefits. If a tax position is not considered “more-likely-than-not” to be
sustained solely on its technical merits, no benefits of the tax position are to be recognized (for financial statement purposes). We
classify interest and penalties from significant uncertain tax positions as current tax expense in our consolidated income
statements. We are open to examination by the major taxing jurisdictions for the tax years that are within the statute of
limitations for those jurisdictions. For further discussion related to tax reserves, see Note 13. “Income Taxes”.
Transactional-based Taxes. We account for transactional-based taxes, such as value added tax, or VAT, for our international
properties on a net basis.
Noncontrolling Interests and Redeemable Noncontrolling Interests. Noncontrolling interests represent the share of
consolidated entities owned by third parties. We recognize each noncontrolling holder’s share of the fair value of the respective
entity’s net assets as noncontrolling interest on our consolidated balance sheets at the date of formation or acquisition.
Noncontrolling interest balances are adjusted for the noncontrolling holder’s share of additional contributions, distributions, net
earnings or losses, and other comprehensive income or loss.
Partnership units which are contingently redeemable for cash are classified as redeemable noncontrolling interests and presented
in the mezzanine section of the Company’s consolidated balance sheets between total liabilities and stockholder’s equity.
Redeemable noncontrolling interests include amounts related to partnership units issued by consolidated subsidiaries of the
Company in which redemption for equity is outside the control of the Company.
The amounts of consolidated net income attributable to noncontrolling interests and redeemable noncontrolling interests are
presented on the Company’s consolidated income statements as income (or loss) attributable to noncontrolling interests.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
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Revenue Recognition.
Rental and Other Services Revenue – We generate the majority of our revenue by leasing our properties to customers under
operating lease agreements, which are accounted for under Accounting Standards Codification 842, Leases (“ASC 842”). We
recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term if we
determine it is probable that substantially all of the lease payments will be collected over the lease term. We commence
recognition of revenue from rentals at the date the property is ready for its intended use by the tenant and the tenant takes
possession or controls the physical use of the leased asset. The excess of rents recognized as revenue over amounts contractually
due pursuant to the underlying leases is included in Deferred rent, net on the consolidated balance sheet. Rental payments
received in excess of revenue recognized are classified as Accounts payable and other accrued liabilities on the consolidated
balance sheet. Unpaid rents that are contractually due are included in Accounts and other receivables, net on the consolidated
balance sheet.
We estimate the probability of collection of lease payments based on customer creditworthiness, outstanding accounts receivable
balances, and historical bad debts – as well as current economic trends. If collection of substantially all lease payments over the
lease term is not probable, rental revenue is recognized when payment is received, and we record a reduction to rental revenue
equal to the balance of any deferred rent and rent receivable, less the balance of any security deposits or letters of credit. If
collection is subsequently determined to be probable, we: (1) resume recognizing rental revenue on a straight-line basis, (2)
record incremental revenue such that the cumulative amount recognized is equal to the amount that would have been recorded on
a straight-line basis since inception of the lease, and (3) reverse the allowance for bad debt recorded on outstanding receivables.
Generally, under the terms of our leases, the majority of our rental expenses, including common area maintenance, real estate
taxes and insurance, are recovered from our customers. We record amounts reimbursable by customers (“tenant recoveries”) as
revenue in the period the applicable expenses are incurred – which is generally on a ratable basis through the term of the lease.
We account for and present rental revenue and tenant recoveries as a single component under rental and other services as the
timing of recognition is the same, the pattern with which we transfer the right of use of the property and related services to the
lessee are both on a straight-line basis and our leases qualify as operating leases.
Interconnection services include port and cross-connect services generally provided on a month-to-month, one-year or multi-year
term. We bill for these services on a monthly basis and recognize the revenue over the period the service is provided. Revenue
for cross-connect installations is generally recognized in the period the cross-connect is installed. Interconnection services that
are not specific to a particular leased space are accounted for under Topic 606 and have terms that are generally one year or less.
Fee Income and Other – Fee income arises primarily from contractual management agreements with entities in which we have a
noncontrolling interest. Management fees are recognized as earned under the respective agreements. The Company also provides
property and construction management services. Depending on the nature of the agreements, revenue for these services is
recognized either on a ratable monthly basis as the service is provided, or when certain performance milestones are met. Service
revenues are typically recognized on an equal monthly basis based on the minimum fee to be earned. The monthly amounts
could be adjusted depending on whether certain performance milestones are met.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
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We utilize the practical expedient in ASC 842 that allows us to account for lease and non-lease components associated with each
lease as a single lease component recorded within rental and other services, instead of accounting for such items separately under
Accounting Standards Codification 606, Revenue (“ASC 606”). We recognize revenue for items that do not qualify for revenue
recognition under ASC 842 under ASC 606. Revenue recognized as a result of applying ASC 606 was less than 11% of total
rental and other services revenue for the years ended December 31, 2024, 2023 and 2022.
Transaction and Integration Expense. Transaction expenses include closing costs, broker commissions and other
professional fees, including legal and accounting fees related to business combinations or acquisitions that were not
consummated. Integration costs include transition costs associated with organizational restructuring (such as severance and
retention payments and recruiting expenses), third-party consulting expenses directly related to the integration of acquired
companies (in areas such as cost savings and synergy realization, technology and systems work), and internal costs such as
training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. Recurring costs are
recorded in general and administrative expense.
Gains on Disposition of Properties. We recognize gains on the disposition of real estate when the recognition criteria have been
met, generally at the time the risks and rewards and title have transferred, and we no longer have control of the real estate sold.
We recognize losses from the disposition of real estate when known.
New Accounting Pronouncements.
Business Combinations. On August 23, 2023, the FASB issued an ASU 2023-05, Business Combinations - Joint Venture
Formations (Subtopic 805-60): Recognition and Initial Measurement, that requires a joint venture, upon formation, to measure
its assets and liabilities at fair value in its standalone financial statements. A joint venture must recognize the difference between
the fair value of its equity and the fair value of its identifiable assets and liabilities as goodwill (or an equity adjustment, if
negative) using the business combination accounting guidance regardless of whether the net assets meet the definition of a
business. The new accounting standard is intended to reduce diversity in practice.
Segment Reporting. In November 2023, the FASB issued ASU 2023-07, Segment Reporting ("Topic 280"): Improvements to
Reportable Segment Disclosure. The ASU is intended to improve reportable segment disclosure requirements, primarily through
enhanced disclosures about significant segment expenses. The ASU is effective for fiscal years beginning after December 15,
2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption is permitted, and
retrospective adoption required. During 2024, we adopted this ASU and the adoption of this standard did not have a material
impact on our Consolidated Financial Statements, however it has resulted in incremental disclosures within the footnotes to our
Consolidated Financial Statements. See Note 21. “Segment and Geographic Information” for further discussion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
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Income Taxes. In December 2023, FASB issued ASU 2023-09, Income Taxes ("Topic 740"): Improvements to Income Tax
Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring
(1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid
disaggregated by jurisdiction. The ASU is effective for fiscal years beginning after December 15, 2024 and to be applied
prospectively, with retrospective application and early adoption both permitted. We are not early adopting and are currently
evaluating the extent of the impact of this ASU on disclosures in our Consolidated Financial Statements.
Income Statement. In November 2024, the FASB issued an ASU 2024-03, Disaggregation of Income Statement Expenses, that
will require entities to provide enhanced disclosures related to certain expense categories included in income statement captions.
The ASU aims to increase transparency and provide investors with more detailed information about the nature of expenses
reported on the face of the income statement. The new standard does not change the requirements for the presentation of
expenses on the face of the income statement.
Under this ASU, entities are required to disaggregate, in a tabular format, expense captions presented on the face of the income
statement - excluding earnings or losses from equity method investments - if they include any of the following expense
categories: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation or
depletion. For any remaining items within each relevant expense caption, entities must provide a qualitative description of the
nature of those expenses. The new ASU is effective for annual reporting periods beginning after December 15, 2026 and interim
reporting periods beginning after December 15, 2027. Early adoption is permitted. We expect to adopt this ASU on January 1,
2027. While the adoption is not expected to have an impact on our financial statements, it is expected to result in incremental
disclosures within the footnotes to our Consolidated Financial Statements.
We determined that all other recently issued accounting pronouncements that have yet to be adopted by the Company will
not have a material impact on our Consolidated Financial Statements or do not apply to our operations.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
117
3. Business Combinations
On August 1, 2022, we completed the acquisition of a 61.1% indirect controlling interest in Teraco, a leading carrier-neutral data
center and interconnection services provider in South Africa (the “Teraco Acquisition”). The total purchase price was $1.7 billion
cash, funded by our Global Revolving Credit Facility and partial settlement of our forward equity sale agreements. Teraco
controls (and consolidates) the Teraco Connect Trust (the “Trust”) that was created as part of the Broad Based Black Economic
Empowerment Program in South Africa. The Trust owns a 12% interest in Teraco’s primary operating company, however,
because Teraco (and the Company) controls the Trust, the Trust is consolidated by Teraco (and the Company). If the Trust was
not consolidated by Teraco, the Company’s ownership interest in Teraco would be approximately 55%.
The following table summarizes the amounts recorded at the acquisition date (in thousands):
Final Amounts
Building and improvements
$
1,376,128
Construction in progress and space held for development
521,153
Operating lease right-of-use assets
2,784
Assumed cash and cash equivalents
5,528
Goodwill
 
1,625,994
Customer relationship value and other intangibles (weighted-average amortization life of 7 years)
 
720,126
Debt assumed
(355,688)
Operating lease liabilities
 
(4,031)
Deferred tax liabilities
(632,841)
Redeemable noncontrolling interests
(1,530,090)
Working capital assets, net
1,112
Total purchase consideration
$
1,730,175
Goodwill — The purchase price of the Teraco Acquisition exceeded the fair value of net tangible and intangible assets acquired
and liabilities assumed by $1.6 billion. This amount was recorded as goodwill. We believe the strategic benefits of the
acquisition support the value of goodwill recorded. Specifically, Teraco has numerous cross-connects, cloud on-ramps and data
centers in addition to direct access to multiple subsea cables. The acquisition of Teraco added South Africa to the Company’s
existing markets on the continent, including in Kenya, Mozambique, and Nigeria. The strategic importance of these markets has
been enhanced by the recent and ongoing implementation of new subsea cable networks encircling Africa. When combined with
the Company’s highly connected facilities in Marseille, France, and across EMEA, our customers now have a range of strategic
connectivity hubs from which to serve all corners of the African market.
The Teraco acquisition was not material and neither the investment in the assets nor the results of operations of the acquisition
was significant to the Company’s consolidated financial position or results of operations, and thus pro forma information is not
required to be presented.

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
118
Redeemable Noncontrolling Interest (“Redeemable NCI”) — As part of the Teraco Acquisition, the Company and certain of its
subsidiaries entered into a put/call agreement with the owners of the interest in Teraco that was not acquired by the Company
(the “Put/Call Agreement”). The interest retained by these owners is hereafter referred to as the “Remaining Teraco Interest” and
the owners of such interest are hereafter referred to as the “Rollover Shareholders”. Pursuant to the Put/Call Agreement, the
Rollover Shareholders have the right to sell all or a portion of the Remaining Teraco Interest to the Company for a two-
year period beginning on February 1, 2026, and the Company has the right to purchase all or a portion of the Remaining Teraco
Interest from the Rollover Shareholders for a one-year period beginning on February 1, 2028. Per the terms of the agreement, the
purchase price of the Remaining Teraco Interest for the put right and the call right can be settled by the Company with cash,
shares in the Company, or a combination of cash and shares. In the event the Company elects to settle a put or call in whole or in
part with shares of Digital Realty Trust, Inc.’s common stock, such shares will be issued in a private placement transaction with
customary accompanying registration rights.
Since the Rollover Shareholders can redeem the put right at their discretion and such redemption, which could be in cash, is
outside the Company’s control, the Company recorded the noncontrolling interest as Redeemable NCI and classified it in
temporary equity within its consolidated balance sheets. The Redeemable NCI was initially recorded at its acquisition-date fair
value and will be adjusted each reporting period for income (or loss) attributable to the noncontrolling interest (an $27.1 million
and $18.1 million net loss for the years ended December 31, 2024 and 2023, respectively). If the contractual redemption value of
the Redeemable NCI is greater than its carrying value, an adjustment is made to reflect Redeemable NCI at the higher of its
contractual redemption value or its carrying value each reporting period. Changes to the redemption value are recognized
immediately in the period the change occurs. If the redemption value of the Redeemable NCI is equal to or less than the fair
market value of the Remaining Teraco Interest, the change in the redemption value will be adjusted through Additional Paid in
Capital. If the redemption value is greater than the fair market value of the Remaining Teraco Interest, the change in redemption
value will be adjusted through Retained Earnings. These adjustments are not reflected on the Company’s income statement, but
are instead reflected as adjustments to the net income component of the Company’s earnings per share calculations. When
calculating earnings per share attributable to Digital Realty Trust, Inc., the Company adjusts net income attributable to Digital
Realty Trust, Inc. to the extent the redemption value exceeds the fair value of the Redeemable NCI on a cumulative basis. For the
year ended December 31, 2024, we made an adjustment of approximately $91.9 million to Redeemable NCI as the contractual
redemption value of the Redeemable NCI was greater than its carrying value. As contractual redemption value was less than the
fair market value of the Remaining Teraco Interest, the change in the redemption value will be adjusted through Additional Paid
in Capital. For the year ended December 31, 2023, no such adjustment was required.

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
119
4. Leases
Lessor Accounting
We generate the majority of our revenue by leasing operating properties to customers under operating lease agreements. The
manner in which we recognize these transactions in our financial statements is described in Note 2. “Summary of Significant
Accounting Policies—Revenue Recognition” to these Consolidated Financial Statements. Our largest customer’s total revenue
approximates 12% of our total revenue base. No other individual customer makes up more than approximately 6% of our total
revenue.
A summary of minimum lease payments due from our customers under operating leases of land, prestabilized development
properties, and operating properties with lease periods of greater than one year at December 31, 2024 is shown below. These
amounts do not reflect future rental revenues from renewal or replacement of existing leases unless we are reasonably certain we
will exercise the option or the lessee has the sole ability to exercise the option. Reimbursements of operating expenses and
variable rent increases are excluded from the table below.
(Amounts in thousands)
    
Operating leases
2025
$
3,176,969
2026
 
2,522,253
2027
 
2,097,594
2028
 
1,780,247
2029
 
1,455,752
Thereafter
 
5,028,089
Total
$
16,060,904
Lessee Accounting
We lease space and equipment at certain of our data centers from third parties under noncancelable lease agreements. Leases for
our data centers expire on various dates through 2069. Certain of our data centers, primarily in Europe and Singapore, are subject
to ground leases. As of December 31, 2024, the termination dates of these ground leases ranged from 2038 to 2073. In addition,
several of our regional office locations are subject to leases with termination dates ranging from 2025 to 2036.
The leases generally require us to make fixed rental payments that increase at defined intervals during the term of the lease plus
pay our share of common area, real estate and utility expenses as incurred. The leases do not contain residual value guarantees
and do not impose material restrictions or covenants on us. Further, the leases have been classified and accounted for as either
operating or finance leases. Rent expense related to operating leases included in Rental property operating and maintenance
expense in the consolidated income statements amounted to approximately $153.5 million, $153.2 million and $144.0 million for
the years ended December 31, 2024, 2023 and 2022, respectively.
As of December 31, 2024, the weighted average remaining lease term for our operating leases and finance leases was 12 years
and 18 years, respectively. We do not include renewal options in the lease term for calculating the lease liability unless we are
reasonably certain we will exercise the option or the lessor has the sole ability to exercise the option. The weighted average
incremental borrowing rate was 3.4% for operating leases and 2.4% for finance leases at December 31, 2024. We assigned a
collateralized interest rate to each lease based on the term of the lease and the currency in which the lease is denominated.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
120
Maturities of lease liabilities as of December 31, 2024 were as follows (in thousands):
    
Operating
    
Finance
lease liabilities
lease liabilities (1)
2025
$
160,633
$
70,544
2026
 
160,465
 
19,426
2027
 
159,090
 
19,918
2028
 
149,794
 
85,034
2029
 
149,929
 
12,511
Thereafter
 
806,445
 
181,866
Total undiscounted future cash flows
 
1,586,356
 
389,299
Less: Imputed interest
 
(292,137)
 
(70,016)
Present value of undiscounted future cash flows
$
1,294,219
$
319,283
(1) Included in accounts payable and other accrued liabilities on the consolidated balance sheet.
5. Receivables
Refer to Note 2 “Summary of Significant Accounting Policies—Revenue Recognition” for discussion of our accounting policies
related to accounts receivable, deferred rent and related allowances.
Accounts and Other Receivables, Net
Accounts and other receivables, net is primarily comprised of contractual rents and other lease-related obligations currently due
from customers. These amounts (net of an allowance for estimated uncollectible amounts) are shown in the subsequent table as
Accounts receivable – trade, net. Other receivables shown separately from Accounts receivable – trade, net consist primarily of
amounts that have not yet been billed to customers, such as for utility reimbursements and installation fees.
Balance as of
Balance as of
(Amounts in thousands):
December 31, 2024
December 31, 2023
Accounts receivable – trade
$
629,250
$
694,252
Allowance for doubtful accounts
(59,224)
(41,204)
Accounts receivable – trade, net
570,026
653,048
Accounts receivable – customer recoveries
178,827
233,499
Value-added tax receivables
160,369
257,911
Accounts receivable – installation fees
157,409
65,203
Other receivables
190,833
68,449
Accounts and other receivables, net
$
1,257,464
$
1,278,110

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
121
Deferred Rent, Net
Deferred rent, net represents rental income that has been recognized as revenue under ASC 842, but which is not yet due from
customers under their existing rental agreements. The Company recognizes an allowance against deferred rent receivables to the
extent it becomes no longer probable that a customer or group of customers will be able to make substantially all of their
required cash rental payments over the entirety of their respective lease terms. As of December 31, 2024, allowance for deferred
rent receivables increased primarily due to a customer bankruptcy.
Balance as of
Balance as of
(Amounts in thousands):
December 31, 2024
December 31, 2023
Deferred rent receivables
$
644,566
$
657,009
Allowance for deferred rent receivables
(2,110)
(32,582)
Deferred rent, net
$
642,456
$
624,427
 
6. Investments in Properties
A summary of our investments in properties is below (in thousands):
Property Type
As of December 31, 2024
As of December 31, 2023
Land
$
1,108,251
$
1,087,278
Acquired ground lease
86
91
Buildings and improvements
25,567,155
25,388,788
Tenant improvements
883,502
830,211
27,558,994
27,306,368
Accumulated depreciation and amortization
(8,641,331)
(7,823,685)
Investments in operating properties, net
18,917,663
19,482,683
Construction in progress and space held for development
5,164,334
4,635,215
Land held for future development
38,785
118,190
Investments in properties, net
$
24,120,782
$
24,236,088
During 2024 we determined that certain non-core properties in secondary U.S. markets had carrying amounts that may not be 
fully recoverable as we determined that we no longer intend to hold these properties long-term. Accordingly, the recorded 
amounts were reduced to reflect management’s estimate of fair value based principally on sales of similar properties and ongoing 
negotiations with third parties.  During the year ended December 31, 2024, we recorded a provision for impairment on real estate 
investments of $191.2 million.
7. Acquisitions and Dispositions of Properties
Acquisitions of Properties
For the years ended December 31, 2024, 2023 and 2022, acquisitions of properties that did not qualify as business combinations
were immaterial to our financial statements – both individually and in the aggregate.
In January 2024, we acquired a 16-acre site in Paris for $80 million. Prior to the acquisition, we leased the land, which consisted
of two completed data centers and two data centers under construction. As a result of the land acquisition, we derecognized the
right-of-use assets and lease liabilities of $145 million and $150 million, respectively.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
122
In July 2024, the Company acquired two data centers located in the Slough Trading Estate for $200 million. The newly acquired
campus features two individual data centers with a combined capacity of 15 megawatts (MW).
Disposition of Other Properties
The Company sold or contributed the following other real estate properties during the years ended December 31, 2024, 2023 and
2022:
Date Sold /
Gross Proceeds / Fair
Value
Gain on Sale /
contribution
Property Type
Metro Area
contributed
(in millions)
(in millions)
Joint venture contributions
Various
2024
$
1,246.4 (1) $
304.1
Brookfield transaction
Various
2024
271.0
191.6
Non-core assets
Various
2024
158.7
(1.0)
Sale of noncontrolling interest in property
Frankfurt
2024
497.5 (2)
101.1
Joint venture contributions
Various
2023
2,278.5 (3)
814.0
Non-core assets
Various
2023
341.3
86.6
Non-core assets
Dallas
2022
203.0
174.0
Other
Various
2022
2.8
2.8
(1) Includes Blackstone Inc., GI Partners, and Mitsubishi Corporation.
(2) Includes sale of noncontrolling interest in DCREIT (see Note 8. “Investments in Unconsolidated Entities”).
(3) Includes GI Partners, Realty Income, and TPG Real Estate.
2024 Dispositions
Blackstone Inc. Joint Venture – On January 11, 2024, we formed a joint venture with Blackstone Inc. to develop four hyperscale
data center campuses across Frankfurt, Paris and Northern Virginia. The campuses are planned to support the construction of 10
data centers with approximately 500 megawatts of potential IT load capacity. The first phase of the joint venture closed on
hyperscale data center campuses in Paris and Northern Virginia. We received approximately $231 million of net proceeds from
the contribution of our data centers to the first phase of the joint venture and retained a 20% interest in the joint venture. As a
result of transferring control, we derecognized the data centers and recognized a loss on disposition of approximately $0.3
million. In the fourth quarter, the second phase of the joint venture closed on hyperscale data center campuses in Frankfurt and
Northern Virginia. We received approximately $385 million of net proceeds from the contribution of our data centers to the
second phase of the joint venture and retained a 20% interest in the joint venture. As a result of transferring control, we
derecognized the data centers and recognized a gain on disposition of approximately $44.5 million.
Brookfield Transaction – In January 2024, we closed on the sale of our interest in four data centers to Brookfield Infrastructure
Partners L.P., or Brookfield, for approximately $271 million.  Two of the data centers were consolidated by us; while two of the 
data centers were owned by Digital Core REIT (see Note 8. “Investments in Unconsolidated Entities”). The sale was completed 
subsequent to Brookfield’s November 2023 acquisition of one of our customers, Cyxtera Technologies.  The acquisition was part 
of Cyxtera’s plan of reorganization under its Chapter 11 bankruptcy proceedings. In conjunction with the sale, we bought out 
Cyxtera’s leases in three data centers located in Singapore and Frankfurt for approximately $57 million. In addition, Brookfield
assumed the leases on three facilities previously leased to Cyxtera and amended the leases on three additional data centers in
North America, accelerating the expiration date to

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
123
September 2024.  As a result of the sale, we recognized a total gain on disposition of approximately $200.5 million, of which
$191.6 million is included within Gain on disposition of properties, net and $8.9 million is included within Equity in (loss)
earnings of unconsolidated entities on our condensed consolidated income statements.
Mitsubishi Joint Venture – On March 1, 2024, we formed a joint venture with Mitsubishi Corporation, or Mitsubishi, to support
the development of two data centers in the Dallas metro area. The facilities were 100% pre-leased prior to construction. We
contributed the two data center buildings at a contribution value of approximately $261 million. We received approximately
$153 million of gross proceeds from the contribution of our data centers to the joint venture and retained a 35% interest in the
joint venture. Mitsubishi paid such cash in exchange for a 65% interest in the joint venture. As a result of transferring control, we
derecognized the data centers and recognized a gain on disposition of approximately $7.0 million.
GI Partners Joint Venture – On April 16, 2024, we expanded our existing joint venture with GI Partners with the sale to GI
Partners of a 75% interest in an additional facility in Chicago. We contributed the data center at a value of approximately $453
million. We received approximately $386 million of net proceeds from the contribution of our data center to the joint venture and
the associated financing and retained a 25% interest in the joint venture. As a result of transferring control, we derecognized the
data center and recognized a gain on disposition of approximately $172 million.
2023 Dispositions
GI Partners Joint Venture – On July 13, 2023, we formed a joint venture with GI Partners, and GI Partners acquired a 65%
interest in two stabilized hyperscale data center buildings in the Chicago metro area that we contributed.  We received 
approximately $0.7 billion of gross proceeds from the contribution of our data centers to the joint venture and the associated
financing and retained a 35% interest in the joint venture. As a result of transferring control, we derecognized the data centers
and recognized a gain on disposition of approximately $238 million. We also granted GI Partners an option to purchase an
interest in the third facility on the same hyperscale data center campus in Chicago. In addition, GI Partners has a call option to
increase their ownership interest in the joint venture from 65% to 80%. The call option top-up election notice was delivered to
the Company on December 21, 2023. On January 12, 2024, GI Partners made an additional cash capital contribution in the
amount of $68 million, resulting in an additional 15% ownership in the joint venture.  Currently, GI Partners has an 80% interest
in the joint venture, and we have retained a 20% interest. We perform the day-to-day accounting and property management
functions for the joint venture and, as such, will earn a management fee.

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
124
TPG Real Estate Joint Venture – On July 25, 2023, we formed a joint venture with TPG Real Estate, and TPG Real Estate
acquired an 80% interest in three stabilized hyperscale data center buildings in Northern Virginia that we contributed. We
received approximately $1.4 billion of gross proceeds from the contribution of our data centers to the joint venture and the
associated financing and retained a 20% interest in the joint venture. As a result of transferring control, we derecognized the data
centers and recognized a gain on disposition of approximately $576 million. We perform the day-to-day accounting and property
management functions for the joint venture and, as such, will earn a management fee.
Realty Income Joint Venture - On November 10, 2023, we formed a joint venture with Realty Income to support the development
of two data centers in Northern Virginia. The facilities were 100% pre-leased prior to construction. We contributed the two data
center buildings at a purchase price of $185 million, which represented costs spent through November 10, 2023, to the new joint
venture. We received approximately $148 million of gross proceeds from the contribution of our data centers to the joint venture
and retained a 20% interest in the joint venture. Realty Income contributed such cash to the joint venture in exchange for an 80%
interest in the joint venture. Each partner will fund its pro rata share of the remaining $150 million estimated development cost
for the first phase of the project, which was completed in mid-2024. We perform the day-to-day accounting and property
management functions for the joint venture and, as such, will earn a management fee.
8. Investments in Unconsolidated Entities
A summary of the Company’s investments in unconsolidated entities accounted for under the equity method of accounting is
shown below (in thousands):
Balance as of
Balance as of
December 31, 2024
December 31, 2023
Americas (1)(5)
$
1,311,950
$
1,363,226
APAC (2)
615,534
569,996
EMEA (3)
422,570
28,334
Global (4)
289,746
334,333
Total
$
2,639,800
$
2,295,889
Includes the following unconsolidated entities along with our ownership percentage:
(1) Ascenty (49%), Blackstone (20%), Clise (50%), GI Partners (20%), Mapletree (20%), Menlo (20%), Mitsubishi (35%),
Realty Income (20%), TPG Real Estate (20%), and Walsh (86%).
(2) Digital Connexion (33%), Lumen (50%), and MC Digital Realty (50%).
(3) Blackstone (20%), Medallion (60%), and Mivne (50%).
(4) Digital Core REIT (38%) and Greenfield (35%).
(5) In May 2024, we liquidated our 17% interest in Colovore, generating gross proceeds of approximately $35 million. We
realized a gain of approximately $27 million on our original investments, made in 2015 and 2017.  The gain is included 
within Other income, net on our consolidated income statements.
Generally, we serve as the managing member responsible for operations in the ordinary course of business of the joint ventures.
We perform the day-to-day accounting and property management functions for the joint ventures and, as such, will earn
management fees. However, certain approval rights are granted through the terms of the joint venture agreements and require
unanimous consent of both members with respect to any major decisions. Generally, major decisions are defined to include the
annual plan which sets out joint venture and property level budgets, including lease revenues, operating expenses, and capital
expenditures. As such, we concluded we do not own a controlling interest and accounted for our interest in the joint ventures
under the equity method of accounting.

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
125
Blackstone Inc. Joint Venture – On January 11, 2024, we formed a joint venture with Blackstone Inc. to develop four
hyperscale data center campuses across Frankfurt, Paris and Northern Virginia. The campuses are planned to support the
construction of 10 data centers with approximately 500 megawatts of potential IT load capacity. The first phase of the joint
venture closed on hyperscale data center campuses in Paris and Northern Virginia. We received approximately $231 million of
net proceeds from the contribution of our data centers to the first phase of the joint venture and retained a 20% interest in the
joint venture. As a result of transferring control, we derecognized the data centers and recognized a loss on disposition of
approximately $0.3 million. In the fourth quarter, the second phase of the joint venture closed on hyperscale data center
campuses in Frankfurt and Northern Virginia. We received approximately $385 million of net proceeds from the contribution of
our data centers to the second phase of the joint venture and retained a 20% interest in the joint venture. As a result of
transferring control, we derecognized the data centers and recognized a gain on disposition of approximately $44.5 million.
GI Partners Joint Venture – On July 13, 2023, we formed a joint venture with GI Partners, and GI Partners acquired a 65%
interest in two stabilized hyperscale data center buildings in the Chicago metro area that we contributed. We retained a 35%
interest in the joint venture. As a result of transferring control, we derecognized the data centers. In addition, GI Partners had a
call option to increase their ownership interest in the joint venture from 65% to 80%. The call option top-up election notice was
delivered to the Company on December 21, 2023. On January 12, 2024, GI Partners made an additional cash capital
contribution, pursuant to the exercise of such call option, in the amount of $68 million, resulting in such additional 15%
ownership in the joint venture. Currently, GI Partners has an 80% interest in the joint venture, and we have retained a 20%
interest. We also granted GI Partners an option to purchase an interest in the third facility on the same hyperscale data center
campus in Chicago. On April 16, 2024, we expanded our existing joint venture with GI Partners with the sale to GI Partners of a
75% interest in this third facility, see Note 7. “Acquisitions and Dispositions of Properties”.
As of the date of the joint venture formation, we used a discounted cash flow model to calculate the fair value of our retained
equity interest. The fair value of the retained interest was $157 million and is classified as a Level 3 investment in the fair value
hierarchy. The primary inputs to the valuation included volatility, hold period, and dividend yield.
TPG Real Estate Joint Venture – On July 25, 2023, we formed a joint venture with TPG Real Estate. We contributed three
stabilized hyperscale data center buildings in Northern Virginia, at a purchase price of $1.5 billion, to the new joint venture. We
received approximately $1.4 billion of gross proceeds from the contribution of our data centers to the joint venture and the
associated financing and retained a 20% interest in the joint venture. TPG Real Estate contributed such cash to the joint venture
in exchange for an 80% interest in the joint venture. We perform the day-to-day accounting and property management functions
for the joint venture and, as such, will earn a management fee. We serve as the managing member responsible for operations in
the ordinary course of business. However, certain approval rights are granted through the terms of the joint venture agreement
and require unanimous consent of both members with respect to any major decisions. Major decisions are defined to include the
annual plan which sets out joint venture and property level budgets, including lease revenues, operating expenses, and capital
expenditures. As such, we concluded we do not own a controlling interest and accounted for our interest in the joint venture
under the equity method of accounting.
As of the date of the joint venture formation, we used a discounted cash flow model to calculate the fair value of our retained
equity interest. The fair value of the retained interest was $121 million and is classified as a Level 3 investment in the fair value
hierarchy. The primary inputs to the valuation included volatility, hold period, and dividend yield.
Realty Income Joint Venture – On November 10, 2023, we formed a joint venture with Realty Income to support the
development of two data centers in Northern Virginia. The facilities were 100% pre-leased prior to construction. We contributed
the two data center buildings at a purchase price of $185 million, which represented costs spent through

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
126
November 10, 2023, to the new joint venture. We received approximately $148 million of gross proceeds from the contribution
of our data centers to the joint venture and retained a 20% interest in the joint venture. Realty Income contributed such cash to
the joint venture in exchange for an 80% interest in the joint venture. Each partner will fund its pro rata share of the remaining
$150 million estimated development cost for the first phase of the project, which was completed in mid-2024. We perform the
day-to-day accounting and property management functions for the joint venture and, as such, will earn a management fee. We
serve as the managing member responsible for operations in the ordinary course of business. However, certain approval rights
are granted through the terms of the joint venture agreement and require unanimous consent of both members with respect to any
major decisions. Major decisions are defined to include the annual plan which sets out joint venture and property level budgets,
including lease revenues, operating expenses, and capital expenditures. As such, we concluded we do not own a controlling
interest and accounted for our interest in the joint venture under the equity method of accounting.
DCREIT – Digital Core REIT is a standalone real estate investment trust formed under Singapore law, which is publicly traded
on the Singapore Exchange under the ticker symbol “DCRU”. DCREIT owns 12 operating data center properties. The Company
has ownership interest in the units of DCREIT, as well as ownership interests in the operating properties of DCREIT.
As of December 31, 2024, the Company held 32% of the outstanding DCREIT units and separately owned a 10% direct retained
interest in the underlying North American operating properties and a 35% direct retained interest in a Frankfurt asset.
The Company’s 32% interest in DCREIT consisted of 418 million units and 406 million units as of December 31, 2024 and
2023, respectively. Based on the closing price per unit of $0.58 and $0.65 as of December 31, 2024 and 2023, respectively, the
fair value of the units the Company owned in DCREIT was approximately $242 million and $264 million as of
December 31, 2024 and 2023, respectively.
Pursuant to contractual agreements with DCREIT and its operating properties, the Company will earn fees for asset and property
management services as well as fees for aiding in future acquisition, disposition and development activities. Certain of these fees
are payable to the Company in the form of additional units in DCREIT or in cash. During the years ended December 31, 2024
and 2023, the Company earned fees pursuant to these contractual agreements of approximately $9.1 million and $13.6 million,
respectively, which is recorded as fee income and other on the consolidated income statement.
On April 19, 2024, we completed the sale of an additional 24.9% interest in a data center facility in Frankfurt, Germany to
DCREIT for total consideration of approximately $126 million, and DCREIT then had a 49.9% interest in the Frankfurt data
center. Because the Company still controlled this asset, no gain or loss was recorded on this 49.9% interest. In connection with
this transaction, DCREIT loaned the consolidated subsidiary that owns the data center approximately $80 million. In addition, on
December 5, 2024, we completed the sale of an additional 15.1% interest in the data center facility in Frankfurt for total
consideration of approximately $77 million, and DCREIT now owns a  65.0% interest in the Frankfurt data center. As a result,
the Company will account for its retained ownership interest in accordance with the equity method of accounting.
During the year ended December 31, 2023, we concluded that the decline in fair value of our equity investment in DCREIT was
other than temporary due to the length of time and extent to which the fair value of our investment has been less than the
carrying value. As a result, we recorded an impairment charge of $95 million for the three months ended September 30, 2023,
which was recorded to provision for impairment in our consolidated income statements. The charge reflected the difference
between the fair value of our equity investment in DCREIT using DCREIT's unit price as

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
127
of September 30, 2023 and the carrying value of our equity investment in DCREIT at September 30, 2023.
Ascenty – The Company’s ownership percentage in Ascenty includes an approximate 2% interest held by one of the Company’s
non-controlling interest holders. This 2% interest had a carrying value of approximately $23 million and $18 million as of
December 31, 2024 and 2023, respectively. Ascenty is a variable interest entity (“VIE”) and the Company’s maximum exposure
to loss related to this VIE is limited to our equity investment in the entity.
Summarized Financial Information of Investments in Unconsolidated Entities
The subsequent tables provide summarized financial information for all of our investments in unconsolidated entities accounted
for using the equity method. Amounts are shown in thousands.
    
    
    
    
    
Net
    
Net
Total
Total 
Operating  
Income  
December 31, 2024
Assets
Liabilities
Equity
Revenues
Income
(Loss)
Unconsolidated entities
Americas
$
7,473,799
$
3,532,248
$
3,941,551
$
824,027
$
464,637
$
(336,627)
APAC
2,127,166
823,921
1,303,245
273,833
140,594
55,376
EMEA
1,009,055
740,433
268,622
11,976
5,108
(14,016)
Global
2,007,082
995,721
1,011,361
106,705
66,258
(17,785)
Total Unconsolidated entities
$
12,617,102
$
6,092,323
$
6,524,779
$
1,216,541
$
676,597  
$
(313,052)
Our investment in and share of
equity in earnings of
unconsolidated entities
$
2,639,800
 
$
(120,138)
    
    
    
    
    
Net 
    
Net 
Total 
Total 
Operating
Income 
December 31, 2023
   
Assets
Liabilities
Equity
Revenues
Income
   
(Loss)
Unconsolidated entities
Americas
$
6,627,520
$
3,105,127
$
3,522,393
$
590,264
$
326,042
$
(13,097)
APAC
 
2,097,115
880,972
1,216,143
257,905
121,053
42,244
EMEA
80,525
83,819
(3,294)
1,601
939
(8,225)
Global
1,542,331
591,470
950,861
112,931
73,390
(60,867)
Total Unconsolidated entities
$
10,347,491
$
4,661,388
$
5,686,103
$
962,701
$
521,424  
$
(39,945)
Our investment in and share of
equity in loss of unconsolidated
entities
$
2,295,889
 
$
(29,791)
    
    
    
    
    
Net 
    
Net 
Total 
Total 
Operating
Income 
December 31, 2022
   
Assets
Liabilities
Equity
Revenues
   
(Loss)
Unconsolidated entities
Americas
$
3,648,169
$
1,350,163
$
2,298,006
$
406,325
$
240,498
$
(38,874)
APAC
1,705,553
541,509
1,164,044
201,405
90,924
25,946
EMEA
121,950
68,223
53,727
1,632
851
(5,475)
Global
1,602,725
551,088
1,051,637
118,233
77,582
(19,455)
Total Unconsolidated entities
$
7,078,397
$
2,510,983
$
4,567,414
$
727,595
$
409,855  
$
(37,858)
Our investment in and share of
equity in earnings of
unconsolidated entities
$
1,991,426
 
$
(13,497)
The amounts reflected in the previous tables on this topic are based on the historical financial information of the respective
individual entities and have not been adjusted to show only the portion that is owned by the Company. The

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
128
debt of our unconsolidated entities generally is non-recourse to us, except for customary exceptions pertaining to such matters as
intentional misuse of funds, environmental conditions, and material misrepresentations.
9. Goodwill
Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a
business combination. Changes in the value of goodwill at December 31, 2024 as compared to December 31, 2023 were
primarily driven by changes in exchange rates associated with goodwill balances denominated in foreign currencies.
The following is a summary of goodwill activity for the years ended December 31, 2024 and 2023 (in thousands):
Balance as of 
Impact of Change
Balance as of 
December 31, 
Goodwill
in Foreign
December 31, 
Merger / Portfolio Acquisition
    
2023
    
Acquisition
    
Adjustments
    
Exchange Rates
    
2024
Telx Acquisition
$
330,845
$
—
$
—
$
—
$
330,845
European Portfolio Acquisition
 
429,510
 
—
 
—  
 
(14,533)
 
414,977
DFT Merger
 
2,592,147
 
—
 
—  
 
—
 
2,592,147
Interxion Combination
4,411,857
598
—
(259,139)
4,153,316
Teraco Combination
1,462,994
—
—
(37,366)
1,425,628
Other Combination
12,518
—
—
—
12,518
Total
$
9,239,871
$
598
$
—
$
(311,038)
$
8,929,431
Balance as of 
Impact of Change
Balance as of 
December 31, 
Goodwill
in Foreign
December 31, 
Merger / Portfolio Acquisition
2022
    
Acquisition
    
Adjustments
    
Exchange Rates
    
2023
Telx Acquisition
$
330,845
$
—
$
—
$
—
$
330,845
European Portfolio Acquisition
 
408,055
 
—
 
3,011  
 
18,444
 
429,510
DFT Merger
2,592,147
—
—  
 
—
2,592,147
Interxion Combination
4,288,208
—
4,843
118,806
4,411,857
Teraco Combination
 
1,576,704
 
—
 
—
(113,710)
 
1,462,994
Other Combination
12,538
—
(20)
—
12,518
Total
$
9,208,497
$
—
$
7,834
$
23,540
$
9,239,871

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
129
10. Acquired Intangible Assets and Liabilities
The following table summarizes our acquired intangible assets and liabilities:
Balance as of
December 31, 2024
December 31, 2023
(Amounts in thousands)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Customer relationship value
$
2,783,428
$
(1,080,547)
$
1,702,881
$
2,926,808
$
(952,943) $
1,973,865
Acquired in-place lease value
1,043,706
(863,021)
180,685
1,089,743
(859,167)
230,576
Other
122,638
(36,038)
86,600
108,744
(33,483)
75,261
Acquired above-market leases
126,322
(122,714)
3,608
153,205
(150,344)
2,861
Acquired below-market leases
(258,243)
219,672
(38,571)
(273,951)
226,840
(47,111)
Amortization of customer relationship value, acquired in-place lease value and other intangibles (a component of depreciation
and amortization expense) was approximately $240.4 million, $252.0 million and $253.3 million for the years ended
December 31, 2024, 2023 and 2022, respectively.
Amortization of acquired below-market leases, net of acquired above-market leases, resulted in an increase in rental and other
services revenue of $5.2 million, $6.5 million and $2.9 million for the years ended December 31, 2024, 2023 and 2022,
respectively. Estimated annual amortization for each of the five succeeding years and thereafter, commencing January 1, 2025 is
as follows:
(Amounts in thousands)
Customer
relationship
value
Acquired in-
place lease
value
Other (1)
Acquired
above-market
leases
Acquired
below-market
leases
2025
$
208,836 $
52,481
$
2,717 $
959 $
(5,647)
2026
 
209,236  
51,367
 
2,717  
840  
(5,186)
2027
 
209,011  
42,196
 
2,717  
705  
(4,621)
2028
 
188,083  
22,771
 
2,735  
705  
(4,544)
2029
 
156,142  
11,476
 
2,789  
399  
(4,544)
Thereafter
 
731,573  
394
 
3,545  
—  
(14,029)
Total
$
1,702,881 $
180,685
$
17,220 $
3,608 $
(38,571)
Remaining Contractual Life (in years)
11.6
3.8
1.9
6.1
(1) Excludes power grid rights in the amount of approximately $69.4 million that are currently not being amortized.
Amortization of these assets will begin once the data centers associated with the power grid rights are placed into service.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
130
11. Debt of the Operating Partnership
All debt is currently owed by the OP or its consolidated subsidiaries, and the Parent is the guarantor or co-guarantor of the
Global Revolving Credit Facility and the Yen Revolving Credit Facility, the unsecured term loans and the unsecured senior
notes. A summary of outstanding indebtedness is as follows (in thousands):
    
December 31, 2024
    
December 31, 2023
Weighted-
Weighted-
average
Amount
average
Amount
interest rate
Outstanding
interest rate
Outstanding
Global Revolving Credit Facilities
3.81 %
$
1,637,922
4.33 %
$
1,825,228
Unsecured term loans
3.23 %
388,275
4.76 %
1,567,925
Unsecured senior notes
2.26 %  
14,059,415
2.24 %  
13,507,427
Secured and other debt
8.52 %  
 
761,263
8.07 %  
 
637,072
Total
2.72 %  
$
16,846,875   
2.89 %  
$
17,537,652
The weighted-average interest rates shown represent interest rates at the end of the periods for the debt outstanding and include
the impact of designated interest rate swaps, which effectively fix the interest rates on certain variable rate debt, along with
cross-currency interest rate swaps, which effectively convert a portion of our U.S. dollar-denominated fixed-rate debt to foreign
currency-denominated fixed-rate debt in order to hedge the currency exposure associated with our net investment in foreign
subsidiaries.
We primarily borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were
borrowings denominated in the following currencies (in thousands, U.S. dollars):
December 31, 2024
December 31, 2023
Amount
Amount
Denomination of Draw
    
Outstanding
    
% of Total
Outstanding
    
% of Total
U.S. dollar ($)
$
2,852,102   
16.9 %
$
2,784,875   
15.9 %
British pound sterling (£)
 
1,627,080   
9.7 %
1,973,305
11.2 %
Euro (€)
10,327,404
61.3 %
10,835,878
61.8 %
Other
2,040,289
12.1 %
1,943,594
11.1 %
Total
$
16,846,875   
$
17,537,652   

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
131
The table below summarizes our debt maturities and principal payments as of December 31, 2024 (in thousands):
Global Revolving
Unsecured
Unsecured
Secured and
     Credit Facilities (1)(2)     
Term Loans(3)
    
Senior Notes(4)
    
Other Debt
    
Total Debt
2025
$
—
$
388,275
$
1,173,650
$
782
$
1,562,707
2026
—
—
1,416,042
114,505
1,530,547
2027
—
—
1,165,265
234,023
1,399,288
2028
 
—  
—  
2,067,700  
354,999  
2,422,699
2029
 
1,637,922  
—  
2,785,538  
13,946  
4,437,406
Thereafter
 
—  
—  
5,451,220  
43,008  
5,494,228
Subtotal
$
1,637,922
$
388,275
$
14,059,415
$
761,263
$
16,846,875
Unamortized net discounts
 
—
 
—
 
(27,476)
 
(3,658)
 
(31,134)
Unamortized deferred financing costs
(26,614)
(1,372)
(69,087)
(4,291)
(101,364)
Total
$
1,611,308
$
386,903
$
13,962,852
$
753,314
$
16,714,377
(1) Includes amounts outstanding for the Global Revolving Credit Facilities.
(2) The Global Revolving Credit Facilities are subject to two six-month extension options exercisable by us; provided that the
Operating Partnership must pay a 0.0625% extension fee based on each lender’s revolving commitments then outstanding
(whether funded or unfunded).
(3) The €375.0 million 2025-27 Term Facility is subject to two maturity extension options of one year each, provided that the
Operating Partnership must pay a 0.125% extension fee based on the then-outstanding principal amount of such facility
commitments then outstanding.
(4) The £400 million 4.250% unsecured senior note was paid at maturity on January 17, 2025.
Global Revolving Credit Facilities
On September 24, 2024, we refinanced our Global Revolving Credit Facilities. The refinancing resulted in a loss on debt
modification charge of approximately $1.1 million during the year ended December 31, 2024.  Below are key terms for our 
Global Revolving Credit Facility and Yen Revolving Credit Facility.
We have a Global Revolving Credit Facility under which we may draw up to $4.1 billion equivalent on a revolving basis (subject
to currency fluctuations). The Global Revolving Credit Facility can be drawn in Australian dollars, British pounds sterling,
Canadian dollars, Euros, Hong Kong dollars, Indonesian rupiah, Japanese yen, Korean won, Singapore dollars, Swiss francs and
U.S. dollars (with the ability to add other currencies in the future). As of December 31, 2024, approximately $114.5 million of
letters of credit were issued.
We have the ability to increase the size of the Global Revolving Credit Facility by up to $1.8 billion, subject to the receipt of
lender commitments and the satisfaction of certain customary conditions precedent. Other key terms of the Global Revolving
Credit Facility are as follows:
●
Maturity date: January 24, 2029, with two six-month extension options available. The bank group is obligated to grant
the extension options provided we give proper notice, we make certain representations and warranties and no default
exists under the Global Revolving Credit Facilities.
●
Interest rate: the applicable index plus a margin which is based on the credit ratings of our long-term debt and is
currently 85 basis points (subject to a sustainability-linked pricing component).
●
Annual facility fee: based on the total commitment amount of the facility and the credit ratings of our long-term debt is
currently 20 basis points (subject to a sustainability-linked pricing component) and is payable quarterly.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
132
●
Sustainability-linked pricing component: pricing can increase by up to 5 basis  points or decrease by up to 5 basis
points depending on whether or not the OP or its subsidiaries meet certain sustainability performance targets.
Yen Revolving Credit Facility
In addition to the Global Revolving Credit Facility, we have a revolving credit facility that provides for borrowings in Japanese
Yen of up to ¥42.5 billion (approximately $296.8 million based on the exchange rate on September 24, 2024), hereafter referred
to as the “Yen Revolving Credit Facility”). We have the ability from time to time to increase the size of the Yen Revolving Credit
Facility to up to ¥102.5 billion, subject to receipt of lender commitments and other conditions precedent. Other key terms of the
Yen Revolving Credit Facility are as follows:
●
Maturity date: January 24, 2029, with two six-month extension options available. The bank group is obligated to grant
the extension options provided we give proper notice, we make certain representations and warranties and no default
exists under the Global Revolving Credit Facilities.
●
Interest rate: the applicable index plus a margin which is based on the credit ratings of our long-term debt and is
currently 50 basis points (subject to a sustainability-linked pricing component).
●
Quarterly unused commitment fee: currently is 10 basis points (subject to a sustainability-linked pricing component),
calculated using the average daily unused revolving credit commitment and is based on the credit ratings of our long-
term debt.
●
Sustainability-linked pricing component: pricing can increase by up to 5 basis  points or decrease by up to 5 basis
points depending on whether or not the OP or its subsidiaries meet certain sustainability performance targets.
Restrictive Covenants in Global Revolving Credit Facility and Yen Revolving Credit Facility
The Global Revolving Credit Facility and the Yen Revolving Credit Facility both contain various restrictive covenants, including
limitations on our ability to incur additional indebtedness, make certain investments, or merge with another company. In
addition, we are required to maintain financial coverage ratios, including with ratios respect to unencumbered assets. After the
occurrence of and during the continuance of any event of default, these credit facilities restrict the Parent’s ability to make
distributions to stockholders or redeem or otherwise repurchase shares of its capital stock, except in limited circumstances (such
as those necessary to enable Digital Realty Trust, Inc. to maintain its qualification as a REIT and to minimize the payment of
income or excise tax). As of December 31, 2024, we were in compliance with all of such covenants for both of these revolving
credit facilities.
Unsecured Term Loans
Euro Term Loan Agreement
On August 11, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered into
a term loan agreement (the “Euro Term Loan Agreement”) which governs (i) a €375,000,000 three-year senior unsecured term
loan facility (the “2025 Term Facility”), the entire amount of which was funded on such date, and (ii) a €375,000,000 five-
year senior unsecured term loan facility (the “2025-27 Term Facility”

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
133
and, together with the 2025 Term Facility, collectively, the “Euro Term Loan Facilities”), comprised of €125,000,000 of initial
term loans, the entire amount of which was funded on such date, and €250,000,000 of delayed draw term loan commitments that
were funded on September 9, 2023. The Euro Term Loan Facilities provide for borrowings in Euros. The 2025 Term Facility
matures on August 11, 2025. The 2025-27 Term Facility matures on August 11, 2025, subject to two maturity extension options
of one year each; provided that the Operating Partnership must pay a 0.125% extension fee based on the then-outstanding
principal amount of the 2025-27 Term Facility commitments then outstanding.
On September 13, 2024, we paid off the 2025 Term Facility on the Euro Term Loan Facilities, leaving the 2025-27 Term Facility
outstanding. The paydown resulted in an early extinguishment charge of approximately $1.6 million during the year ended
December 31, 2024.
USD Term Loan Agreement
On October 25, 2022, the Company, the Operating Partnership, and certain of the Operating Partnership’s subsidiaries entered
into an escrow agreement (the “Escrow Agreement”) with Bank of America, N.A., as administrative agent (the “Administrative
Agent”), certain lenders (the “Lenders”), and Arnold & Porter Kaye Scholer LLP, as escrow agent (the “Escrow Agent”),
pursuant to which the Operating Partnership, the Company, the Administrative Agent and the Lenders delivered executed
signature pages to a new term loan agreement among the Operating Partnership, the Company, the Lenders and the
Administrative Agent (the “USD Term Loan Agreement”) to be held in escrow by the Escrow Agent and released by the Escrow
Agent upon satisfaction of the terms described in the Escrow Agreement. On January 9, 2023, the terms and conditions of the
Escrow Agreement were satisfied, and, on such date, the USD Term Loan Agreement was deemed executed and became
effective. The USD Term Loan Agreement provides for a $740 million senior unsecured term loan facility (the “USD Term Loan
Facility”). The USD Term Loan Facility provides for borrowings in U.S. dollars. The USD Term Loan Facility will mature on
March 31, 2025, subject to one twelve-month extension option at the Operating Partnership’s option; provided, that the
Operating Partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans under
the USD Term Loan Facility.
On January 9, 2024, we paid down $240 million on the USD Term Loan Facility, leaving $500 million outstanding. On
November 15, 2024, we paid off the remaining $500 million on the USD Term Loan Facility. The paydowns resulted in an early
extinguishment charge of approximately $3.2 million during the year ended December 31, 2024.

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
134
Unsecured Senior Notes
The following table provides details of our unsecured senior notes (balances in thousands):
Aggregate Principal Amount at Issuance
Balance as of
Borrowing Currency
USD
Maturity Date
December 31, 2024
December 31, 2023
2.625% notes due 2024(1)
€
600,000
$
677,040
Apr 15, 2024
$
—
$
662,340
2.750% notes due 2024(2)
£
250,000
$
324,925
Jul 19, 2024
—
318,275
4.250% notes due 2025(3)
£
400,000
$
634,480
Jan 17, 2025
500,640
509,240
0.625% notes due 2025
€
650,000
$
720,980
Jul 15, 2025
673,010
717,535
2.500% notes due 2026
€
1,075,000
$
1,224,640
Jan 16, 2026
1,113,055
1,186,693
0.200% notes due 2026
CHF
275,000
$
298,404
Dec 15, 2026
302,987
326,826
1.700% notes due 2027
CHF
150,000
$
162,465
Mar 30, 2027
165,265
178,269
3.700% notes due 2027(4)
$
1,000,000
$
1,000,000
Aug 15, 2027
1,000,000
1,000,000
5.550% notes due 2028(4)
$
900,000
$
900,000
Jan 15, 2028
900,000
900,000
1.125% notes due 2028
€
500,000
$
548,550
Apr 09, 2028
517,700
551,950
4.450% notes due 2028
$
650,000
$
650,000
Jul 15, 2028
650,000
650,000
0.550% notes due 2029
CHF
270,000
$
292,478
Apr 16, 2029
297,478
320,884
3.600% notes due 2029
$
900,000
$
900,000
Jul 01, 2029
900,000
900,000
3.300% notes due 2029
£
350,000
$
454,895
Jul 19, 2029
438,060
445,585
1.875% notes due 2029
$
1,150,000
$
1,150,000
Nov 15, 2029
1,150,000
—
1.500% notes due 2030
€
750,000
$
831,900
Mar 15, 2030
776,550
827,925
3.750% notes due 2030
£
550,000
$
719,825
Oct 17, 2030
688,380
700,205
1.250% notes due 2031
€
500,000
$
560,950
Feb 01, 2031
517,700
551,950
0.625% notes due 2031
€
1,000,000
$
1,220,700
Jul 15, 2031
1,035,400
1,103,900
1.000% notes due 2032
€
750,000
$
874,500
Jan 15, 2032
776,550
827,925
1.375% notes due 2032
€
750,000
$
849,375
Jul 18, 2032
776,550
827,925
3.875% notes due 2033
€
850,000
$
941,375
Sep 13, 2033
880,090
—
$
14,059,415
$
13,507,427
     Unamortized discounts, net of premiums
(27,476)
(33,324)
     Deferred financing costs, net
(69,087)
(51,761)
Total unsecured senior notes, net of discount and deferred financing costs
$
13,962,852
$
13,422,342
(1) Paid at maturity on April 15, 2024.
(2) Paid at maturity on July 19, 2024.
(3) Paid at maturity on January 17, 2025.
(4) Subject to cross-currency swaps.
Restrictive Covenants in Unsecured Senior Notes
The indentures governing our senior notes contain certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a
secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50. The covenants also require
us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At
December 31, 2024, we were in compliance with each of these financial covenants.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
135
Issuance of Unsecured Senior Notes
On September 13, 2024, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the Operating Partnership,
issued and sold €850 million aggregate principal amount of 3.875% Guaranteed Notes due 2033 (the “2033 Notes”). Net
proceeds from the offering were approximately €843 million (approximately $933 million based on the exchange rate on
September 13, 2024) after deducting managers’ discounts and estimated offering expenses.
On November 12, 2024, Digital Realty Trust, L.P. issued $1,150,000,000 principal amount of its 1.875% Exchangeable Senior
Notes due 2029 (the “Exchangeable Notes”). Net proceeds from the offering were approximately $1.13 billion after deducting
managers’ discounts and offering expenses. The holders of the Exchangeable Notes will have the right to exchange their notes on
or after August 15, 2029 and in certain other circumstances prior to this date. Upon exchange, the Company may choose to pay
or deliver cash or a combination of cash and shares of the Company’s common stock. Pursuant to the terms of the Exchangeable
Notes, the principal of the notes must always be cash settled, while the excess may be settled via cash, shares, or a combination
at the Company’s election. The Exchangeable Notes will also be subject to redemption at the Company’s option, on or after
November 22, 2027, through September 19, 2029, but only if the last reported sale price per share of the Company’s common
stock exceeds 130% of the exchange price for a specified period of time and certain other conditions are satisfied. The initial
exchange rate is 4.7998 shares of our common stock per $1,000 principal amount of the Exchangeable Notes, which represents
an initial exchange price of approximately $208.34 per share of our common stock. The initial exchange price represents a
premium of approximately 20.0% over the last reported sale price of $173.62 per share of our common stock on November 6,
2024. We account for our Exchangeable Notes in accordance with ASC 470-20, Debt with Conversion and Other Options
(Subtopic 470-20) and ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity. The embedded exchange
feature is eligible for an exception from derivative accounting because it is indexed to our own stock and meets the equity
classification under ASC 815-40; therefore, the exchange feature is not bifurcated. At each reporting period, we calculate the
effect of the Exchangeable Notes on our dilutive earnings per common share and per common unit using the if-converted
method.
In connection with the offering of Exchangeable Notes, we entered into a registration rights agreement pursuant to which we
agreed to register the resale of the shares of our common stock, if any, deliverable upon exchange of the Exchangeable Notes. If
certain conditions relating to our obligations under the registration rights agreement are not satisfied, then we will pay additional
interest on the Exchangeable Notes, in certain circumstances, at a rate per annum not exceeding 0.5%. In addition, if those
conditions are not satisfied after the regular record date immediately preceding the maturity date of Exchangeable Notes, then we
will pay an additional interest payment at maturity for an amount equal to 3% of principal of Exchangeable Notes. We account
for such additional interest amounts as contingent obligations in accordance with ASC Subtopic 825-20: Financial Instrument -
Registration Payment Arrangements, which are measured separately in accordance with ASC Subtopic 450-20: Loss
Contingencies. Because payment of such additional interest amounts is not probable as of December 31, 2024, they have not
been recognized or included in the allocation of the proceeds from Exchangeable Notes as of December 31, 2024.
Early Extinguishment of Unsecured Senior Notes
We recognized the following losses on early extinguishment of unsecured notes:
●
During the year ended December 31, 2022: $51.1 million primarily due to redemption of the 4.750% Notes due 2025 in
February 2022.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
136
Secured and Other Debt
This amount consists of a variety of loans at fixed and floating rates ranging from 3.29% to 14.50%. The largest component of
the balance is Teraco debt facilities in the amount of $537.7 million, with an effective interest rate of 9.68%, along with a $135.0
million mortgage loan for the Company’s Westin building in Seattle – which bears interest at 3.29%. The loan bearing interest
ranging from 11.65% to 14.50% is an unsecured loan with a balance of approximately $16 million.
12. Earnings per Common Share or Unit
The following is a summary of basic and diluted income per share/unit (in thousands, except per share/unit amounts):
Digital Realty Trust, Inc. Earnings per Common Share
Year Ended December 31, 
2024
    
2023
    
2022
Numerator:
Net income available to common stockholders
$
561,766
$
908,114
$
336,960
Loss attributable to redeemable noncontrolling interest (1)
(27,059)
(18,093)
(4,839)
Net income available to common stockholders - diluted
EPS
534,707
890,021
332,121
Denominator:
Weighted average shares outstanding—basic
 
323,336
 
298,603
 
286,334
Potentially dilutive common shares:
 
  
 
  
 
  
Unvested incentive units
 
98
 
118
 
257
Unvested restricted stock
44
9
45
Forward equity offering
—
248
—
Market performance-based awards
 
271
 
112
 
103
Redeemable noncontrolling interest shares (1)
7,798
9,975
11,180
Weighted average shares outstanding—diluted
 
331,547
 
309,065
 
297,919
Income per share:
 
  
 
  
 
  
Basic
$
1.74
$
3.04
$
1.18
Diluted(2)
$
1.61
$
2.88
$
1.11

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
137
Digital Realty Trust, L.P. Earnings per Unit
Year Ended December 31, 
2024
    
2023
    
2022
Numerator:
Net income available to common unitholders
$
574,466
$
928,824
$
345,060
Loss attributable to redeemable noncontrolling
interest (1)
(27,059)
(18,093)
(4,839)
Net income available to common unitholders - diluted
EPS
547,407
910,731
340,221
Denominator:
Weighted average units outstanding—basic
 
329,485
 
304,651
 
292,123
Potentially dilutive common units:
 
  
 
 
Unvested incentive units
 
98
 
118
 
257
Unvested restricted units
44
 
9
45
Forward equity offering
—
 
248
—
Market performance-based awards
 
271
 
112
 
103
Redeemable noncontrolling interest shares (1)
7,798
9,975
11,180
Weighted average units outstanding—diluted
 
337,696
 
315,113
 
303,708
Income per unit:
 
  
 
  
 
  
Basic
$
1.74
$
3.05
$
1.18
Diluted(2)
$
1.62
$
2.89
$
1.12
(1) Pursuant to the Put/Call Agreement with the Rollover Shareholders who remained after the Teraco Acquisition, the Rollover
Shareholders have a put right on the Remaining Interest of Teraco that can be settled by the Company in Digital Realty
Trust, Inc. shares, in cash, or a combination of cash and shares. Under U.S. GAAP, diluted earnings per share must be
reflected in a manner that assumes such put right was exercised at the beginning of the respective periods and settled
entirely in shares. The amounts shown represent the redemption value of the Remaining Interest of Teraco divided by
Digital Realty Trust, Inc.’s average share price for the respective periods. The put right is exercisable by the Rollover
Shareholders for a two-year period commencing on February 1, 2026. For additional information regarding the Teraco
Acquisition and the defined terms used above, see Note 3. “Business Combinations” to Consolidated Financial Statements
contained herein.
(2) The Company has made an adjustment to previously reported amounts to correct an immaterial error in the computation of 
diluted earnings per share and diluted earnings per unit in each of the interim periods ended June 30, 2023 and September 
30, 2023, and for the year ended December 31, 2023.  The correction appropriately reduces net income available to common 
stockholders and unitholders, as applicable, for the loss attributable to the non-controlling interests in Teraco.  The impact to 
earnings per share and earnings per unit for each respective period is summarized in the table below:
Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
Diluted Earnings per
Common Share
Diluted Earnings per Unit
As Reported
As Revised
As Reported
As Revised
Three months ended June 30, 2023
$0.37
$0.34
$0.37
$0.34
Six months ended June 30, 2023
$0.57
$0.52
$0.57
$0.52
Three months ended September 30, 2023
$2.33
$2.31
$2.34
$2.32
Nine months ended September 30, 2023
$2.93
$2.87
$2.94
$2.88
Fiscal year ended December 31, 2023
$3.00
$2.88
$3.01
$2.89

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
138
As of December 31, 2024, the holders of the Exchangeable Notes will have an option on or after August 15, 2029, or at an earlier 
date under certain circumstances, to exchange the notes.  The Company must always cash settle the principal amount of the 
Exchangeable Notes, while any excess may be settled via cash, common shares or a combination at the election of the Company. 
Accordingly, the Company applies the if converted method to determine the dilutive impact on EPS related to the Exchangeable 
Notes.  There is no interest expense adjustment to the numerator as the principal will always be cash settled. In order to compute 
the dilutive effect, the number of shares included in the denominator of diluted EPS is determined by dividing the “conversion 
spread value” of the share-settled portion (value above principal and interest component) of the instrument by the average share 
price during the period. The “conversion spread value” is the value that would be delivered to the holders in shares based on the 
terms of the Exchangeable Notes upon an assumed conversion. As of December 31, 2024, the conversion spread value is 
currently zero, since the weighted average price of our common stock does not exceed the conversion rate (strike price) and is
“out-of-the-money”, resulting in no impact on diluted EPS.
The below table shows the securities that would be antidilutive or not dilutive to the calculation of earnings per share and unit.
Common units of the Operating Partnership not owned by Digital Realty Trust, Inc. were excluded only from the calculation of
earnings per share as they are not applicable to the calculation of earnings per unit. All other securities shown below were
excluded from the calculation of both earnings per share and earnings per unit (in thousands).
Year Ended December 31, 
2024
    
2023
    
2022
Exchangeable Notes
6,624
—
—
Weighted average of Operating Partnership common units not owned by
Digital Realty Trust, Inc.
6,149  
6,048  
5,789
Potentially dilutive Series J Cumulative Redeemable Preferred Stock
1,298  
1,794  
1,736
Potentially dilutive Series K Cumulative Redeemable Preferred Stock
1,365
1,887
1,825
Potentially dilutive Series L Cumulative Redeemable Preferred Stock
2,238
3,095
2,993
Total
17,674  
12,824  
12,343
13. Income Taxes
Digital Realty Trust, Inc. has elected to be treated and believes that it has been organized and has operated in a manner that has
enabled it to qualify as a REIT for U.S. federal income tax purposes. As a REIT, Digital Realty Trust, Inc. is generally not
subject to corporate level U.S. federal income taxes on taxable income distributed currently to its stockholders. Since inception,
Digital Realty Trust, Inc. has distributed at least 100% of its taxable income annually. As such, no provision for U.S. federal
income taxes has been included in the Company’s accompanying Consolidated Financial Statements years ended
December 31, 2024, 2023 and 2022.
The Operating Partnership is a partnership and is not required to pay U.S. federal income tax. Instead, taxable income is
allocated to its partners, who include such amounts on their U.S. federal income tax returns. As such, no provision for U.S.
federal income taxes has been included in the Operating Partnership’s accompanying Consolidated Financial Statements.
We have elected taxable REIT subsidiary (“TRS”) status for some of our consolidated subsidiaries. In general, a TRS may
provide services that would otherwise be considered impermissible for REITs to provide and may hold assets that REITs cannot
hold directly. Income taxes for TRS entities were accrued, as necessary, for the years ended December 31, 2024, 2023 and 2022.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
139
For our TRS entities and foreign subsidiaries that are subject to U.S. federal, state, local and foreign income taxes, deferred tax
assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets
and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for
deferred tax assets is provided if we believe it is more likely than not that the deferred tax asset may not be realized, based on
available evidence at the time the determination is made. An increase or decrease in the valuation allowance that results from the
change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included
in the income statement. Deferred tax assets (net of valuation allowance) and liabilities for our TRS entities and foreign
subsidiaries were accrued, as necessary, for the years ended December 31, 2024, 2023 and 2022.
As of December 31, 2024 and 2023, we had deferred tax liabilities net of deferred tax assets of approximately $1,081.1 million
and $1,144.9 million, respectively, primarily related to our foreign properties, classified within Other assets (deferred tax assets)
and separately stated Deferred tax liabilities in the consolidated balance sheet. The majority of our net deferred tax liability
relates to differences between foreign tax basis and book basis of the assets acquired in the Teraco Acquisition in August 2022
and Interxion Combination in March 2020. The valuation allowance against the deferred tax assets as of December 31, 2024 and
2023 relate primarily to net operating loss carryforwards, nondeductible interest expense carryforwards and hybrid attributes that
we do not expect to utilize attributable to certain foreign jurisdictions.
As of December 31, 2024, we are under examination for various years in Germany, Indonesia, Kenya, Mauritius, Singapore,
Switzerland, United Kingdom, and the United States.
The amount of gross unrecognized tax benefits as of December 31, 2024, was $41.2 million, which includes $1.2 million of
accrued interest and penalties.
Deferred income tax assets and liabilities as of December 31, 2024 and 2023 were as follows (in thousands):
    
2024
    
2023
Gross deferred income tax assets:
  
  
Net operating loss carryforwards
$
197,039
$
188,735
Basis difference - real estate property
 
17,363
 
18,035
Basis difference - intangibles
 
12,561
 
7,744
Tax credit carryforward
2,407
2,056
Other - temporary differences
 
237,342
 
180,316
Total gross deferred income tax assets
 
466,711
 
396,886
Valuation allowance
 
(213,984)
 
(176,268)
Total deferred income tax assets, net of valuation allowance
 
252,728
 
220,618
Gross deferred income tax liabilities:
 
  
 
  
Basis difference - real estate property
 
1,138,120
 
1,162,143
Basis difference - intangibles
175,267
190,607
Straight line rent
 
9,970
 
5,992
Other - temporary differences
 
10,466
 
6,750
Total gross deferred income tax liabilities
 
1,333,822
 
1,365,492
Net deferred income tax liabilities(1)
$
1,081,094
$
1,144,874
(1) Net of deferred tax assets of $3.5 million and $6.2 million for the years ended December 31, 2024 and 2023,

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
140
respectively.
14. Equity and Capital
Equity Distribution Agreement
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. were parties to an ATM Equity OfferingSM Sales Agreement dated August
4, 2023 (the “2023 Sales Agreement”). Pursuant to the 2023 Sales Agreement, Digital Realty Trust, Inc. could issue and sell
common stock having an aggregate offering price of up to $1.5 billion through various named agents from time to time. From
January 1, 2024 through February 23, 2024, Digital Realty Trust, Inc. generated net proceeds of approximately $99 million from
the issuance of approximately 0.6 million common shares under the 2023 Sales Agreement at an average price of $133.43 per
share after payment of approximately $0.6 million of commissions to the agents. The proceeds from the issuances under the
2023 Sales Agreement for the year ended December 31, 2024, were contributed to our Operating Partnership in exchange for the
issuance of approximately 0.6 million common units to our Parent Company.
The 2023 Sales Agreement was amended on February 23, 2024 (the “Sales Agreement Amendment”). At the time of the
amendment, $258.3 million remained unsold under the 2023 Sales Agreement. Following the Sales Agreement Amendment,
Digital Realty Trust, Inc. could issue and sell common stock having an aggregate offering price of up to $2.0 billion through
various named agents from time to time pursuant to the 2023 Sales Agreement. During the year ended December 31, 2024,
Digital Realty Trust, Inc. generated net proceeds of approximately $1.9 billion from the issuance of approximately 11.4 million
common shares under the 2023 Sales Agreement at an average price, net of commissions, of $166.85 per share. Commissions to
the agents amounted to approximately $17.4 million. The proceeds from the issuances under the 2023 Sales Agreement for the
year ended December 31, 2024, were contributed to our Operating Partnership in exchange for the issuance of approximately
11.4 million common units to our Parent Company.
On December 23, 2024, our Parent and our Operating Partnership entered into a new an ATM Equity OfferingSM Sales
Agreement (the “2024 Sales Agreement”), pursuant to which, Digital Realty Trust, Inc. can issue and sell common stock having
an aggregate offering price of up to $3.0 billion through various named agents from time to time. The 2023 Sales Agreement was
terminated in connection with entry into the 2024 Sales Agreement, and at the time of such termination, $76.5 million remained
unsold under the 2024 Sales Agreement. As of December 31, 2024, $3.0 billion remains available for future sales under the 2024
Sales Agreement.
The sales of common stock made under the 2024 Sales Agreement will be made in “at the market” offerings as defined in Rule
415 of the Securities Act. Our Parent has used and intends to use the net proceeds from the program to temporarily repay
borrowings under our Operating Partnership’s Global Revolving Credit Facilities, to acquire additional properties or businesses,
to fund development opportunities and for working capital and other general corporate purposes, including potentially for the
repayment of other debt or the repurchase, redemption or retirement of outstanding debt securities.
For the year ended December 31, 2023, Digital Realty Trust, Inc. generated net proceeds of approximately $1.1 billion from the
issuance of approximately 8.7 million common shares under the 2023 Sales Agreement at an average price of $133.21 per share
after payment of approximately $11.4 million of commissions to the agents. As of December 31, 2023, approximately $343.4
million remained available for future sales under the 2023 Sales Agreement. The proceeds from the issuances under the 2023
Sales Agreement for the year ended December 31, 2023 were contributed to our Operating Partnership in exchange for the
issuance of approximately 8.7 million common units to our Parent Company.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
141
Equity Offering
On May 7, 2024, our Parent and our Operating Partnership entered into an underwriting agreement with BofA Securities, Inc.,
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters relating to the sale
of up to approximately 12.1 million shares of common stock (including approximately 1.6 million additional shares that the
underwriters had the option to purchase, and which option was exercised in full on May 8, 2024), at a purchase price to the
underwriters of $136.66 per share. The offering closed on May 10, 2024, and we received net proceeds of approximately $1.7
billion.
Redeemable Preferred Stock
The Company has issued and outstanding the following series of cumulative redeemable preferred stock, which are governed by
the articles supplementary for the applicable series of preferred stock as of December 31, 2024 and 2023 (in thousands, except
for share cap and annual dividend rate).
    
Total
Annual
Shares Outstanding as of
Balance (net of issuance costs)
Date(s)
Initial Date to
Liquidation
Dividend
December 31, 
 as of December 31, 
Preferred Stock (1)
    
Issued
    
Redeem (2)
     Share Cap (3)     
Value (4)
    
  Rate (5)
    
2024
    
2023
    
2024
    
2023
5.250% Series J Cumulative
Redeemable Preferred Stock
Aug 7, 2017
Aug 7, 2022  
0.4252100
$
200,000
 
1.31250  
8,000  
8,000
$
193,540
$
193,540
5.850% Series K Cumulative
Redeemable Preferred Stock
Mar 13, 2019
Mar 13, 2024
0.4361100
210,000
1.46250
8,400
8,400
203,264
203,264
5.200% Series L Cumulative
Redeemable Preferred Stock
Oct 10, 2019
Oct 10, 2024
0.3851800
345,000
1.30000
13,800
13,800
334,886
334,886
$
755,000
 
30,200  
30,200
$
731,690
$
731,690
(1) All series of preferred stock do not have a stated maturity date and are not subject to any sinking fund or mandatory
redemption provisions. Upon liquidation, dissolution or winding up, each series of preferred stock will rank senior to Digital
Realty Trust, Inc. common stock and on parity with the other series of preferred stock. Holders of each series of preferred
stock generally have no voting rights except for limited voting rights if Digital Realty Trust, Inc. fails to pay dividends for
six or more quarterly periods (whether or not consecutive) and in certain other circumstances.
(2) Except in limited circumstances, reflects earliest date that Digital Realty Trust, Inc. may exercise its option to redeem the
preferred stock, at a redemption price of $25.00 per share, plus accrued and unpaid dividends up to but excluding the date of
redemption.
(3) Upon the occurrence of specified changes of control, as a result of which neither Digital Realty Trust, Inc.’s common stock
nor the common securities of the acquiring or surviving entity (or American Depositary Receipts representing such
securities) is listed on the New York Stock Exchange, the NYSE MKT, LLC or the NASDAQ Stock Market or listed or
quoted on a successor exchange or quotation system, each holder of preferred stock will have the right (unless, prior to the
change of control conversion date specified in the applicable Articles Supplementary governing the preferred stock, Digital
Realty Trust, Inc. has provided or provides notice of its election to redeem the preferred stock) to convert some or all of the
preferred stock held by it into a number of shares of Digital Realty Trust, Inc.’s common stock per share of preferred stock
to be converted equal to the lesser of (i) the quotient obtained by dividing (a) the sum of the $25.00 liquidation preference
plus the amount of any accrued and unpaid dividends to, but not including, the change of control conversion date (unless the
change of control conversion date is after a record date for a preferred stock dividend payment and prior to the
corresponding dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be
included in this sum) by (b) the common stock price specified in the applicable Articles Supplementary governing the
preferred stock; and (ii) the Share Cap, subject to certain adjustments; subject, in each case, to provisions for the receipt of
alternative consideration as described in the applicable Articles Supplementary governing the preferred stock. Except in
connection with specified change of control transactions, the preferred stock is not convertible into

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
142
or exchangeable for any other property or securities of Digital Realty Trust, Inc.
(4) Liquidation preference is $25.00 per share.
(5) Dividends on preferred shares are cumulative and payable quarterly in arrears.
Noncontrolling Interests in Operating Partnership
Noncontrolling interests in the Operating Partnership relate to the proportion of entities consolidated by the Company that are
owned by third parties. The following table shows the ownership interest in the Operating Partnership as of December 31, 2024
and 2023:
December 31, 2024
December 31, 2023
Number of
Percentage of
Number of
Percentage of
(Units in thousands)
    
units
    
total
units
    
total
Digital Realty Trust, Inc.
336,637
98.2 %  
311,608
98.0 %
Noncontrolling interests consist of:
 
 
   
 
  
Common units held by third parties
 
4,049  
1.2 %  
4,343  
1.3 %
Incentive units held by employees and directors (see Note 16.
''Incentive Plans'')
 
2,086  
0.6 %  
2,106  
0.7 %
 
342,772  
100.0 %  
318,057  
100.0 %
Limited partners have the right to require the Operating Partnership to redeem all or a portion of their common units for cash
based on the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of
redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of its
common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights,
specified extraordinary distributions and similar events. The common units and incentive units of the Operating Partnership are
classified within equity, except for certain common units issued to certain former DuPont Fabros Technology, L.P. unitholders in
the Company’s acquisition of DuPont Fabros Technology, Inc., which are subject to certain restrictions and, accordingly, are not
presented as permanent equity in the consolidated balance sheet.
The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was
approximately $1,090.4 million and $834.1 million based on the closing market price of Digital Realty Trust, Inc. common stock
on December 31, 2024 and December 31, 2023, respectively.
The following table shows activity for the noncontrolling interests in the Operating Partnership for the years ended December
31, 2024 and 2023:
(Units in thousands)
    
Common Units
    
Incentive Units
    
Total
As of December 31, 2023
 
4,343
 
2,106
 
6,449
Conversion of incentive units held by employees and directors for shares of
Digital Realty Trust, Inc. common stock (1)
 
(294) 
(259) 
(553)
Incentive units issued upon achievement of market performance condition
 
—  
88  
88
Grant of incentive units to employees and directors
 
—  
155  
155
Cancellation / forfeitures of incentive units held by employees and directors
 
—  
(4) 
(4)
As of December 31, 2024
 
4,049  
2,086  
6,135
(1) These redemptions and conversions were recorded as a reduction to noncontrolling interests in the Operating Partnership
and an increase to common stock and additional paid in capital based on the book value per unit in the

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
143
accompanying consolidated balance sheets of Digital Realty Trust, Inc.
Dividends and Distributions
Digital Realty Trust, Inc. Dividends
We have declared and paid the following dividends on our common and preferred stock for the years ended December 31, 2024,
2023 and 2022 (in thousands, except per share data):
Series J
Series K
Series L
Preferred
Preferred
Preferred
Common
Date dividend declared
    Dividend payment date
    
Stock
    
Stock
    
Stock
Stock
March 3, 2022
March 31, 2022
$
2,625
$
3,071
$
4,485
$
348,025 (1)
May 24, 2022
June 30, 2022
2,625
3,071
4,485
348,077 (1)
August 17, 2022
September 30, 2022
2,625
3,071
4,485
351,410 (1)
November 29, 2022
December 31, 2022 for
Preferred Stock; January 13,
2023 for Common Stock
2,625
3,071
4,485
355,832 (1)
$
10,500
$
12,284
$
17,940
$
1,403,344
February 22, 2023
March 31, 2023
$
2,625
$
3,071
$
4,485
$
356,214 (1)
May 24, 2023
June 30, 2023
2,625
3,071
4,485
365,937 (1)
August 8, 2023
September 29, 2023
2,625
3,071
4,485
370,278 (1)
November 28, 2023
December 29, 2023 for
Preferred Stock; January 19,
2024 for Common Stock
2,625
3,071
4,485
380,019 (1)
$
10,500
$
12,284
$
17,940
$
1,472,448
February 28, 2024
March 28, 2024
$
2,625
$
3,071
$
4,485
$
382,208 (1)
May 8, 2024
June 28, 2024
2,625
3,071
4,485
397,429 (1)
August 7, 2024
September 30, 2024
2,625
3,071
4,485
400,659 (1)
November 4, 2024
December 31, 2024 for
Preferred Stock; January 17,
2025 for Common Stock
2,625
3,071
4,485
410,831 (1)
$
10,500
$
12,284
$
17,940
$
1,591,127
Annual rate of dividend per share
$
1.31250
$
1.46250
$
1.30000
$
4.88000
(1) $4.880 annual rate of dividend per share.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
144
Digital Realty Trust, L.P. Distributions
All distributions on the Operating Partnership’s units are at the discretion of Digital Realty Trust, Inc.’s Board of Directors. The
table below shows the distributions declared and paid by the Operating Partnership on its common and preferred units for years
ended December 31, 2024, 2023 and 2022, (in thousands, except for per unit data):
Series J
Series K
Series L
Preferred
Preferred
Preferred
Common
Date distribution declared
    Distribution payment date
    
Units
    
Units
Units
Units
March 3, 2022
March 31, 2022
$
2,625
$
3,071
$
4,485
$
355,812 (1)
May 24, 2022
June 30, 2022
2,625
3,071
4,485
355,885 (1)
August 17, 2022
September 30, 2022
2,625
3,071
4,485
359,207 (1)
November 29, 2022
December 31, 2022 for
Preferred Units; January 13,
2023 for Common Units
2,625
3,071
4,485
363,616 (1)
$
10,500
$
12,284
$
17,940
$
1,434,520
February 22, 2023
March 31, 2023
$
2,625
$
3,071
$
4,485
$
364,204 (1)
May 24, 2023
June 30, 2023
2,625
3,071
4,485
373,833 (1)
August 8, 2023
September 29, 2023
2,625
3,071
4,485
378,352 (1)
November 28, 2023
December 29, 2023 for
Preferred Units; January 19,
2024 for Common Units
2,625
3,071
4,485
387,988 (1)
$
10,500
$
12,284
$
17,940
$
1,504,377
February 28, 2024
March 28, 2024
$
2,625
$
3,071
$
4,485
$
390,356 (1)
May 8, 2024
June 28, 2024
2,625
3,071
4,485
405,421 (1)
August 7, 2024
September 30, 2024
2,625
3,071
4,485
408,577 (1)
November 4, 2024
December 29, 2023 for
Preferred Units; January 19,
2024 for Common Units
2,625
3,071
4,485
418,665 (1)
$
10,500
$
12,284
$
17,940
$
1,623,019
Annual rate of distribution per unit
$
1.31250
$
1.46250
$
1.30000
$
4.88000
(1) $4.880 annual rate of distribution per unit.
For U.S. federal income tax purposes, distributions out of Digital Realty Trust, Inc.’s current or accumulated earnings and
profits are generally classified as dividends whereas distributions in excess of its current and accumulated earnings and profits,
to the extent of a stockholder’s tax basis in Digital Realty Trust, Inc.’s stock, are generally classified as a return of capital.
Distributions in excess of a stockholder’s tax basis in Digital Realty Trust, Inc.’s stock are generally characterized as capital gain.
Cash provided by operating activities has generally been sufficient to fund all distributions, however, in the future we may also
need to utilize borrowings under the Global Revolving Credit Facility to fund all or a portion of distributions.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
145
15. Accumulated Other Comprehensive Income (Loss), Net
The accumulated balances for each item within Accumulated other comprehensive income (loss) are shown below (in thousands)
for Digital Realty Trust, Inc. and separately for Digital Realty Trust, L.P:
Digital Realty Trust, Inc.
Foreign currency
Increase (decrease) in
Accumulated other
translation
fair value of derivatives,
comprehensive
    
adjustments
    
net of reclassification
    
income (loss), net
Balance as of December 31, 2022
$
(536,019)
$
(59,779)
$
(595,798)
Net current period change
 
(102,564)
(53,031)
(155,595)
Balance as of December 31, 2023
$
(638,583)
$
(112,810)
$
(751,393)
Net current period change
 
(551,066)
 
120,176
 
(430,890)
Balance as of December 31, 2024
$
(1,189,649)
$
7,366
$
(1,182,283)
Digital Realty Trust, L.P.
Foreign currency
Increase (decrease) in
Accumulated other
translation
fair value of derivatives,
comprehensive
    
adjustments
    
net of reclassification
    
income (loss)
Balance as of December 31, 2022
$
(551,013)
$
(62,410)
$
(613,423)
Net current period change
 
(105,050)
 
(54,195)
 
(159,245)
Balance as of December 31, 2023
$
(656,063)
$
(116,605)
$
(772,668)
Net current period change
 
(562,349)
 
122,650
 
(439,699)
Balance as of December 31, 2024
$
(1,218,412)
$
6,045
$
(1,212,367)
16. Incentive Plans
2014 Incentive Award Plan
The Company provides incentive awards in the form of common stock or awards convertible into common stock pursuant to the
Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan, as amended (the
“Incentive Plan”). The major categories of awards that can be issued under the Incentive Plan include:
Long-Term Incentive Units (“LTIP Units”): LTIP Units, in the form of profits interest units of the Operating Partnership, may
be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP Units
(other than Class D units), whether vested or not, receive the same quarterly per-unit distributions as Operating Partnership
common units. Initially, LTIP Units do not have full parity with common units with respect to liquidating distributions. However,
if such parity is reached, vested LTIP Units may be converted into an equal number of common units of the Operating
Partnership at any time. The awards generally vest over periods between two and four years.
Service-Based Restricted Stock Units: Service-based restricted stock units covering shares of Digital Realty Trust, Inc.
common stock (“Restricted Stock Units”), which vest over periods between two and four years, are settled in shares of Digital
Realty Trust, Inc.’s common stock upon vesting.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
146
Performance-Based Awards (“the Performance Awards”): Performance-based Class D units of the Operating Partnership and
performance-based Restricted Stock Units may be issued to officers and employees of the Company. The Performance Awards
include performance-based and time-based vesting criteria. Depending on the type of award, the total number of units that
qualify to fully vest is determined based on either a market performance criterion (“Market-Based Performance Awards”) or
financial performance criterion (“Financial-Based Performance Awards”), in each case, subject to time-based vesting.
Market-Based Performance Awards.
The market performance criterion compares Digital Realty Trust, Inc.’s total stockholder return (“TSR”) relative to the MSCI US
REIT Index (“RMS”) over a three-year performance period (“Market Performance Period”), subject to continued service, in
order to determine the percentage of the total eligible pool of units that qualifies to be awarded. Following the completion of the
Market Performance Period, the awards then have a time-based vesting element pursuant to which 50% of the performance-
vested units will fully vest in the February immediately following the end of the Market Performance Period and 50% of the
performance-vested units will fully vest in the subsequent February.
Vesting with respect to the market condition is measured based on the difference between Digital Realty Trust, Inc.’s TSR
percentage and the TSR percentage of the RMS as is shown in the subsequent table (the “RMS Relative Market Performance”).
Market
Performance
RMS Relative
Vesting
Level
Market Performance
Percentage
Below Threshold Level
≤ -500 basis points
0 %
Threshold Level
-500 basis points
25 %
Target Level
0 basis points
50 %
High Level
≥ 500 basis points
100 %
If the RMS Relative Market Performance falls between the levels specified in the above table, the percentage of the award that
will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
147
Following the completion of the applicable Market Performance Period, the Compensation Committee made the following
determinations regarding the vesting of these awards.
2022 Awards
●
In January 2025 the RMS Relative Market Performance was achieved at the high level of performance and,
accordingly, 61,661 Class D units and 5,654 Restricted Stock Units performance vested and qualified for time-based
vesting.
●
The Class D units included 6,997 distribution equivalent units that immediately vested on December 31, 2024.
●
On February 27, 2025, 50% of the 2022 awards will vest and the remaining 50% will vest on February 27, 2026,
subject to continued employment through the applicable vesting date.
2021 Awards
●
In January 2024, the RMS Relative Market Performance fell between the threshold and target level for the 2021 awards
and, accordingly, 71,926 Class D units and 7,066 Restricted Stock Units performance vested and qualified for time-
based vesting.
●
The Class D units included 5,131 distribution equivalent units that immediately vested on December 31, 2023.
●
On February 27, 2024, 50% of the 2021 awards vested and the remaining 50% will vest on February 27, 2025, subject
to continued employment through the applicable vesting date.
2020 Awards
●
In January 2023, the RMS Relative Market Performance fell between the threshold and target levels for the 2020
awards and, accordingly, 72,230 Class D units and 7,083 Restricted Stock Units performance vested and qualified for
time-based vesting.
●
The Class D units included 5,841 distribution equivalent units that immediately vested on December 31, 2022.
●
On February 27, 2023, 50% of the 2020 awards vested and the remaining 50% vested on February 27, 2024.
Financial-Based Performance Awards.
On January 1, 2024, the Company granted Financial-Based Performance Awards, which vest based on growth in same-store cash
net operating income during the three-year period commencing on January 1, 2024. The awards have a time-based vesting
element consistent with the Market-Based Performance Awards discussed above. For these awards, fair value is based on market
value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition
at each reporting period. The grant date fair value of these awards was $9.8 million, based on Digital Realty Trust, Inc.’s closing
stock price at the grant date.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
148
On April 8, 2023, the Company granted Financial-Based Performance Awards, which vest based on growth in same-store cash
net operating income during the three-year period commencing on January 1, 2023. The awards have a time-based vesting
element consistent with the Market-Based Performance Awards discussed above. For these awards, fair value is based on market
value on the date of grant and compensation cost is recognized based on the probable achievement of the performance condition
at each reporting period. The grant date fair value of these awards was $8.1 million, based on Digital Realty Trust, Inc.’s closing
stock price at the grant date.
On March 4, 2022, the Company granted Financial-Based Performance Awards, which vest based on the growth in core funds
from operation (“Core FFO”) during the three-year period commencing on January 1, 2022. The awards have a time-based 
vesting element consistent with the Market-Based Performance Awards discussed above. For these awards, fair value is based on 
market value on the date of grant and compensation cost is recognized based on the probable achievement of the performance 
condition at each reporting period.  The grant date fair value of these awards was $12.3 million, based on Digital Realty Trust,
Inc.’s closing stock price at the grant date. As of December 31, 2024, the minimum performance was not attained, and,
accordingly, none of the outstanding awards were vested.
Fair Value of Market Performance-Based Awards
The fair values of the Performance Awards granted were measured using a Monte Carlo simulation to estimate the probability of
the market vesting condition being satisfied. The Monte Carlo simulation is a probabilistic technique based on the underlying
theory of the Black-Scholes formula, which was run for 100,000 trials to determine the fair value of the awards. For each trial,
the payoff to an award is calculated at the settlement date and is then discounted to the grant date at a risk-free interest rate. The
total expected value of the awards on the grant date was determined by multiplying the average value per award over all trials by
the number of awards granted. Assumptions used in the valuations are summarized as follows:
    
Expected Stock Price
    
Risk-Free Interest
Award Date
 
Volatility
 
rate
January 1, 2022
26 %  
0.97 %
January 1, 2023
32 %  
4.18 %
January 1, 2024
29 %  
3.97 %
The expected stock price volatility assumption is calculated based on our historical volatility, which is calculated over a period of
time commensurate with the expected term of the awards being valued. The expected dividend yield assumption used in the
Monte Carlo simulation represents the percent of return to a stock that is available to the holder of an award. Because the holders
of the awards receive dividend equivalents, an expected dividend yield assumption of 0.00% was used in the valuation. These
valuations were performed in a risk-neutral framework, and no assumption was made with respect to an equity risk premium.
The grant date fair value of the Performance Awards was approximately $9.8 million, $8.2 million and $12.3 million for the
years ended December 31, 2024, 2023 and 2022, respectively. We recognize compensation expense on a straight-line basis over
the expected service period of approximately four years.
The aggregate intrinsic value of the Performance Awards that vested in 2024, 2023 and 2022 was $18.5 million, $36.4 million
and $41.2 million, respectively.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
149
Other Items: In addition to the LTIP Units, service-based Restricted Stock Units and Performance Awards described above, one-
time grants of time and/or performance-based Class D units and Restricted Stock Units were issued in connection with the
Interxion Combination. These awards vested over two- and three-year performance periods ending in 2022 and 2023 based on
continued service and/or the attainment of performance metrics related to successful integration of the Interxion business.
As of December 31, 2024, approximately 3.6 million shares of common stock, including awards that can be converted to or
exchanged for shares of common stock, remained available for future issuance under the Incentive Plan.
Each LTIP unit and each Class D unit issued under the Incentive Plan counts as one share of common stock for purposes of
calculating the limit on shares that may be issued under the Incentive Plan and the individual award limits set forth therein.
Below is a summary of compensation expense and unearned compensation (in millions):
Expected
 
 
 
period to
Deferred Compensation
 
Unearned Compensation
 
recognize
Expensed
Capitalized
As of
As of
 
unearned
    
Year Ended December 31, 
December 31, 
December 31, 
  compensation
Type of incentive award
    
2024
    
2023
    
2022
    
2024
    
2023
    
2022
    
2024
    
2023
    
(in years)
Long-term incentive units
$
15.5
$
14.5
$
21.7
$
0.1
$
0.2
$
0.2
$
22.1
$
16.6  
2.2
Performance-based awards
 
12.8
 
12.9
 
21.4
 
0.2
 
0.2
 
0.5
 
24.1
 
19.9  
2.1
Service-based restricted stock
units
 
33.5
 
21.1
 
25.9
 
5.9
 
7.5
 
5.4
 
70.3
 
66.4  
2.4
Interxion awards
—
6.0
4.7
—
0.1
—
—
—
—
The following table sets forth the weighted-average fair value per share/unit for each type of incentive award at the date of grant
for the years ended December 31, 2024, 2023 and 2022:
 
Weighted Average Fair Value at Date of Grant
Type of incentive award
    
2024
    
2023
    
2022
Long-term incentive units
$
129.93
$
121.99
$
146.37
Performance-based awards
134.58
97.06
154.26
Restricted stock
145.15
132.07
131.57
Activity for LTIP Units and service-based Restricted Stock Units for the year ended December 31, 2024 is shown below.
    
     Weighted-Average
Weighted-Average
Aggregate
 
Grant Date Fair
Remaining Contractual
Intrinsic Value (1)
Unvested LTIP Units
Units
 
Value
Life (Years)
(in millions)
Unvested, beginning of period
 
238,360
$
121.99
Granted
 
155,738
 
137.44
Vested
 
(127,753)
 
124.73
Cancelled or expired
 
(3,215)
 
111.39
Unvested, end of period
 
263,130
$
129.93
2.23
$
46.7
(1) The intrinsic value is calculated based on the market value of our common stock as of December 31, 2024.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
150
The grant date fair values, which equal the market price of Digital Realty Trust, Inc. common stock on the applicable grant
date(s), are being expensed on a straight-line basis for service awards between two and four years, the current vesting periods of
the long-term incentive units.
The aggregate intrinsic value of long-term incentive units that vested in 2024, 2023 and 2022 was $15.6 million, $18.3 million
and $18.1 million, respectively. As of December 31, 2024, we had approximately 1.2 million long-term incentive units that were
outstanding and exercisable with an aggregate intrinsic value of approximately $208.8 million (based on the market price of our
common stock as of December 31, 2024).
Weighted-Average
Weighted-Average
Aggregate
 
Grant Date Fair
Remaining Contractual
Intrinsic Value (1)
Unvested Restricted Stock Units
    
Shares
    
Value
Life (Years)
(in millions)
Unvested, beginning of period
 
621,863
$
132.07
Granted
 
392,050
 
143.98
Vested
 
(304,845)
 
124.96
Cancelled or expired
 
(117,271)
 
124.39
Unvested, end of period
 
591,797
$
145.15
2.42
$
104.9
(1) The intrinsic value is calculated based on the market value of our common stock as of December 31, 2024.
The grant date fair values, which equal the market price of Digital Realty Trust, Inc. common stock on the grant date, are
expensed on a straight-line basis for service awards over the vesting period of the restricted stock, which is generally four years.
The aggregate intrinsic value of restricted stock that vested in 2024, 2023 and 2022 was $39.1 million, $41.5 million and $59.0
million, respectively.
Defined Contribution Plans
We have a 401(k) plan whereby our U.S. employees may contribute a portion of their compensation to their respective
retirement accounts, in an amount not to exceed the maximum allowed under the Code. The 401(k) plan complies with Internal
Revenue Service requirements as a 401(k) safe harbor plan whereby matching contributions made by us are 100% vested. The
aggregate cost of our contributions to the 401(k) plan was approximately $9.4 million, $6.8 million, and $5.9 million for the
years ended December 31, 2024, 2023 and 2022, respectively. In addition, Interxion has a defined contribution pension plan for
most of its employees. Contributions are made in accordance with the terms of such defined contribution pension plan and are
expensed as incurred.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
151
17. Derivative Instruments
Derivatives Designated as Hedging Instruments
Net Investment Hedges
In September 2022 and November 2024, we entered into cross-currency interest rate swaps, which effectively convert a portion
of our U.S. dollar-denominated fixed-rate debt to foreign currency-denominated fixed-rate debt in order to hedge the currency
exposure associated with our net investment in foreign subsidiaries. As of December 31, 2024 and 2023, we had cross-currency
interest rate swaps outstanding with notional amounts of approximately $2.1 billion and maturity dates ranging through 2029.
The effect of these net investment hedges on accumulated other comprehensive loss and the consolidated income statements for
the years ended December 31, 2024, 2023 and 2022 was as follows (in thousands):
Year Ended December 31, 
2024
    
2023
    
2022
Cross-currency interest rate swaps
(included component) (1)
$
136,880
$
(22,703)
$
(116,550)
Cross-currency interest rate swaps
(excluded component) (2)
(22,841)
(25,428)
7,929
Total
$
114,039
$
(48,131)
$
(108,621)
Location of
Year Ended December 31, 
gain or (loss)
2024
    
2023
    
2022
Cross-currency interest rate swaps
(excluded component) (2)
Interest expense
$
25,037
$
21,836
$
6,260
(1) Included component represents foreign exchange spot rates.
(2) Excluded component represents cross-currency basis spread and interest rates.
Cash Flow Hedges  
As of December 31, 2024, we had derivatives designated as cash flow hedges on 100% of the Euro Term Loan Facilities (€375
million notional amount). Amounts reported in Accumulated other comprehensive loss related to interest rate swaps are
reclassified to interest expense as interest payments are made on our debt. As of December 31, 2023, we estimate that an
additional $0.5 million will be reclassified as a decrease to interest expense during the year ending December 31, 2025, when the
hedged forecasted transactions impact earnings.
The effect of these cash flow hedges on accumulated other comprehensive loss and the consolidated income statements for the
years ended December 31, 2024, 2023 and 2022, was as follows (in thousands):
Year Ended December 31, 
2024
    
2023
    
2022
Interest rate swaps
$
(5,439)
$
(7,221)
$
7,774
Location of
Year Ended December 31, 

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
152
gain or (loss)
2024
    
2023
    
2022
Interest rate swaps
Interest expense
$
15,027
$
10,953
$
819
Fair Value of Derivative Instruments
The subsequent table presents the fair value of derivative instruments recognized in our consolidated balance sheets as of
December 31, 2024 and 2023 (in thousands):
December 31, 2024
December 31, 2023
    
Assets (1)
    
Liabilities (2)     
Assets (1)
    
Liabilities (2)
Cross-currency interest rate swaps
$
32,883
$
75,597
$
—
$
156,753
Interest rate swaps
6,130
11,253
8,538
—
$
39,013
$
86,850
$
8,538
$
156,753
(1) As presented in our consolidated balance sheets within Other assets.
(2) As presented in our consolidated balance sheets within Accounts payable and other Accrued liabilities.
Credit-Risk Related Contingent Features
Upon entering into derivatives, we have agreements with each of our derivative counterparties that contain a provision where we
could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the
lender due to our default on the indebtedness.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
153
18. Fair Value
We disclose fair value information for all financial instruments, whether or not recognized in the consolidated balance sheets, for
which it is practicable to estimate fair value. Considerable judgment is necessary to interpret market data in order to estimate the
fair value of financial instruments. The use of different market assumptions or estimation methods may have a material effect on
the estimated fair value amounts.
The carrying amounts for cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and other
accrued liabilities, accrued dividends and distributions, security deposits and prepaid rents approximate fair value because of the
short-term nature of these instruments. The carrying value of our Global Revolving Credit Facilities, Euro Term Loan Facilities
and USD Term Loan Facility approximates estimated fair value, because these liabilities have variable interest rates and our
credit ratings have remained stable. Differences between the carrying value and fair value of our unsecured senior notes and
secured and other debt are caused by differences in interest rates or borrowing spreads that were available to us on December 31,
2024 and 2023 as compared to those in effect when the debt was issued or assumed. As described in Note 17. "Derivative
Instruments", outstanding derivative contracts are recorded at fair value.
We calculate the fair value of our secured and other debt and unsecured senior notes based on currently available market rates
assuming the loans are outstanding through maturity and considering the collateral and other loan terms. In determining the
current market rate for fixed rate debt, a market spread is added to the quoted yields on federal government treasury securities
with similar maturity dates to our debt.
The aggregate estimated fair value and carrying value of our Global Revolving Credit Facilities, Euro Term Loan Facilities and
USD Term Loan Facility, unsecured senior notes and secured and other debt as of the respective periods is shown below (in
thousands):
Categorization
As of December 31, 2024
As of December 31, 2023
under the fair value
Estimated Fair
Amount
Estimated Fair
Amount
    
hierarchy
    
Value
    
Outstanding
    
Value
    
Outstanding
Global Revolving
Credit Facilities (1)
 
Level 2
$
1,637,922
$
1,637,922
$
1,825,228
$
1,825,228
Unsecured term
loans (1)
 
Level 2
388,275
388,275
1,567,925
1,567,925
Unsecured senior
notes (2)
 
Level 2
13,370,897
14,059,415
 
12,417,619
 
13,507,427
Secured and other
debt (2)
 
Level 2
752,732
761,263
 
625,473
 
637,072
$
16,149,826
$
16,846,875
$
16,436,245
$
17,537,652
(1) The carrying value of our Global Revolving Credit Facilities and unsecured term loans approximates estimated fair value,
due to the variability of interest rates and the stability of our credit ratings.
(2) Valuations for our unsecured senior notes and secured and other debt are determined based on the expected future payments
discounted at risk-adjusted rates and quoted market prices.
During the year ended December 31, 2024, we recorded an impairment charge of $191.2 million related to Investments in
properties, net, on certain non-core properties in secondary U.S. markets. Management estimated the fair values of these
investments principally based on sales of similar properties and ongoing negotiations with third parties. The significant inputs
and assumptions used in the estimate of fair value included comparable sales values ranging from $69

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
154
per square foot to $151 per square foot. These measurements were classified within Level 3 of the fair value hierarchy as they
are not observable.
19. Commitments and Contingencies
Construction Commitments – Our properties require periodic investments of capital for tenant-related capital
expenditures and for general capital improvements and from time to time in the normal course of our business, we
enter into various construction contracts with third parties that may obligate us to make payments. At
December 31, 2024, we had open commitments, including amounts reimbursable of approximately $102.5
million, related to construction contracts of approximately $2.0 billion.
Legal Proceedings – Although the Company is involved in legal proceedings arising in the ordinary course of business, as of
December 31, 2024, the Company is not currently a party to any legal proceedings nor, to its knowledge, is any legal proceeding
threatened against it that it believes would have a material adverse effect on its financial position, results of operations or
liquidity.
As we disclosed in our Quarterly Report on Form 10-Q filed on November 9, 2023, the Division of Enforcement of the U.S.
Securities and Exchange Commission (SEC) is conducting an investigation into the adequacy of our disclosures of cybersecurity
risks and our related disclosure controls and procedures. We are cooperating with the SEC and are not aware of any
cybersecurity issue or event that caused the Staff to open this matter. Responding to an investigation of this type can be costly
and time-consuming. While we are unable to predict the likely outcome of this matter or the potential cost or exposure or
duration of the process, based on the information we currently possess, we do not expect the total potential cost to be material to
our financial condition. If the SEC believes that violations occurred, it could seek remedies including, but not limited to, civil
monetary penalties and injunctive relief, and/or file litigation against the Company.
Insurance – In September 2024, an incident at one of our Singapore data centers resulted in damages to the facility.  We believe 
this incident is substantially covered by our insurance policies, including coverage for the repair cost of the building, business 
interruption loss and potential third-party claims, subject to deductibles.  Initial costs, including direct costs related to the 
incident and an estimated write-off of damage caused to existing fixed assets, totaling approximately $16 million were incurred 
during 2024.  After factoring our expected insurance coverage and related deductible, we have reported net expenses of 
approximately $5.0 million related to this incident for 2024. As of December 31, 2024, we received insurance proceeds of $7.3
million, and we have established an insurance receivable of $11.6 million for known losses for which insurance reimbursement 
is probable, which is included in Other Assets in the Consolidated Balance Sheet.  No gain contingencies have been recognized 
as our ability to realize those gains remains uncertain.
20. Supplemental Cash Flow Information
Cash, cash equivalents, and restricted cash balances as of December 31, 2024, 2023, and 2022:
Balance as of
(Amounts in thousands)
     December 31, 2024     
December 31, 2023
December 31, 2022
Cash and cash equivalents
$
3,870,891
$
1,625,495
$
141,773
Restricted cash (included in Other assets)
 
5,809
 
10,975
 
8,923
Total
$
3,876,700
$
1,636,470
$
150,696

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
155
We paid $438.2 million, $393.4 million and $271.5 million for interest, net of amounts capitalized, for the years ended
December 31, 2024, 2023 and 2022, respectively. During the years ended December 31, 2024, 2023 and 2022, we capitalized
interest of approximately $118.9 million, $116.8 million and $70.8 million, respectively.
During the years ended December 31, 2024, 2023 and 2022, we capitalized amounts relating to compensation and other
overhead expense of employees direct and incremental to construction activities of approximately $111.2 million, $99.2 million
and $86.1 million, respectively.
We paid $71.2 million, $88.8 million and $41.7 million for income taxes, net of refunds, for the years ended December 31, 2024,
2023 and 2022, respectively.
Accrued construction related costs totaled $521.5 million, $560.5 million and $417.1 million as of years ended
December 31, 2024, 2023 and 2022, respectively.
21. Segment and Geographic Information
A majority of the Company’s largest customers are global entities that transact with the Company across multiple geographies
worldwide. In order to better address the needs of these global customers, the Company manages critical decisions around
development, operations, and leasing globally based on customer demand considerations. In this regard, the Company manages
customer relationships globally in order to achieve consistent sales and delivery experience of our products for our customers
throughout the global portfolio. The Company has reiterated its commitment to and implemented strategies to align itself as one
global team to help power customers’ digital ambitions.
In order to best accommodate the needs of global customers (and customers that might one day become global), the Company
manages its operations as a single global business – with one operating segment and therefore one reporting segment.
The Company’s chief operating decisionmaker (“CODM”) is the Chief Executive Officer, who uses net income as a primary
measure of operating results on a consolidated basis in making decisions. Net income is computed in accordance with U.S.
GAAP. Significant expense categories, including Rental property operating and maintenance, Property taxes and insurance,
General and administrative and Interest expense, are regularly provided to the Company’s CODM as components of net income,
which are reflected on the Consolidated Income Statements.
The financial information disclosed herein represents all of the financial information related to our one reportable segment, and
the segmental presentation is consistent with the information provided to our CODM. These metrics are collectively used to
evaluate the performance of the Company’s investments in real estate assets, its operating results and to allocate resources.
Operating Revenues
Year Ended December 31,
(Amounts in millions)
2024
2023
2022
Inside the United States
$
2,910.5
$
2,836.0
$
2,760.4
Outside the United States
2,644.5
2,641.1
1,931.4
Revenue Outside of U.S. %
47.6 %
48.2 %
41.2 %

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2024 and 2023
156
Investments in Properties, net
Operating lease right-of-use assets, net
As of December 31, 
As of December 31, 
As of December 31, 
As of December 31, 
(Amounts in millions)
2024
2023
2024
2023
Inside the United States
$
10,592.3
$
10,429.2
$
552.3
$
610.2
Outside the United States
13,528.5
13,806.9
626.6
804.1
Net Assets in Foreign Operations
$
7,744.8
$
6,778.4
  
22. Subsequent Events
On January 14, 2025, Digital Dutch Finco B.V., an indirect wholly owned finance subsidiary of the Operating Partnership, issued
and sold €850 million aggregate principal amount of 3.875% Guaranteed Notes due 2035. Net proceeds from the offering were
approximately €838 million (approximately $864 million based on the exchange rate on January 14, 2025) after deducting
managers’ discounts and estimated offering expenses.

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION
December 31, 2024
(Dollar amounts in thousands)
157
Costs capitalized 
Initial costs
subsequent to acquisition
Total costs
Accumulated
Date of
Acquired
Buildings
Acquired
Buildings
depreciation
acquisition
Data Center
ground
and
Carrying
ground
and
and
or
     Buildings      Encumbrances    
Land
    
lease
     improvements     Improvements    
costs
    
Land
    
lease
     improvements    
Total
     amortization    construction
North American Markets
Northern Virginia
18
$
—
$122,168
$
—
$
466,221
$
3,319,576
$
—
$155,785
$
—
$
3,752,180
$ 3,907,965
$ (1,228,345)
2005 - 2019
Dallas
19
—
50,533
—
241,081
1,189,497
—
46,718
—
1,434,393
1,481,111
(720,962)
2002 - 2015
Chicago
7
—
54,382
—
408,801
1,008,444
—
54,343
—
1,417,284
1,471,627
(659,778)
2005 - 2017
New York
11
—
8,743
—
354,361
1,190,970
(116,486)
13,160
—
1,424,428
1,437,588
(724,286)
2002 - 2015
Silicon Valley
13
—
126,095
—
819,685
481,264
—
126,486
—
1,300,558
1,427,044
(650,030)
2002 - 2018
Portland
3
—
1,689
—
3,131
1,200,982
—
16,699
—
1,189,103
1,205,802
(178,789)
2011 - 2015
Phoenix
2
—
11,859
—
399,122
397,923
—
11,859
—
797,045
808,904
(439,467)
2006 - 2015
San Francisco
4
—
41,165
—
358,066
329,384
—
41,478
—
687,137
728,615
(339,915)
2004 - 2015
Toronto
2
—
26,600
—
116,863
466,874
—
27,648
—
582,689
610,337
(90,348)
2013 - 2017
Atlanta
4
—
6,537
—
264,948
149,480
—
6,552
—
414,413
420,965
(160,706)
2011 - 2017
Boston
3
—
17,826
—
253,711
114,556
(74,641)
16,600
—
294,852
311,452
(198,978)
2006 - 2011
Los Angeles
2
—
29,531
—
105,910
169,633
—
29,118
—
275,956
305,074
(164,992)
2004 - 2015
Houston
6
—
6,965
—
23,492
160,860
—
6,965
—
184,352
191,317
(125,621)
2,006
Austin
1
—
1,177
—
4,877
81,656
—
1,177
—
86,533
87,710
(31,565)
2005
Miami
2
—
2,964
—
29,793
44,240
(57)
2,964
—
73,976
76,940
(43,113)
2002 - 2015
Seattle
1
135,000
43,110
—
329,283
(306,850)
—
-
—
65,543
65,543
(12,503)
2020
North America - Other
3
—
4,117
—
13,068
256,369
—
4,118
—
269,436
273,554
(76,231)
Total North America
101
135,000
555,461
—
4,192,413
10,254,858
(191,184)
561,670
—
14,249,878
14,811,548
(5,845,629)
EMEA Markets
London
13
—
76,906
—
1,273,661
441,475
—
35,440
—
1,756,602
1,792,042
(561,572)
2007 - 2024
Frankfurt
24
—
25,717
—
876,342
661,779
—
97,156
—
1,466,682
1,563,838
(301,651)
2016 - 2020
Paris
12
—
82,789
—
355,386
879,436
—
94,775
—
1,222,836
1,317,611
(166,481)
2012 - 2024
Johannesburg
5
—
10,099
—
1,008,751
293,876
—
8,853
—
1,303,873
1,312,726
(190,141)
2022
Amsterdam
13
—
87,674
—
975,654
124,964
—
83,102
—
1,105,190
1,188,292
(303,068)
2005 - 2024
Marseille
4
—
1,121
—
220,737
431,426
—
1,014
—
652,271
653,285
(104,746)
2020
Zurich
3
—
20,605
—
48,325
532,316
—
44,011
—
557,235
601,246
(66,645)
2020
Cape Town
2
—
5,100
—
276,021
190,733
—
4,470
—
467,384
471,854
(44,348)
2022
Dublin
9
—
11,722
90
89,597
365,981
—
7,308
86
459,996
467,390
(148,253)
2006 - 2020
Vienna
3
—
14,159
—
364,949
(303)
—
12,291
—
366,514
378,805
(89,174)
2020
Brussels
3
—
3,874
—
118,034
160,651
—
10,785
—
271,774
282,559
(36,063)
2020
Madrid
4
—
8,456
—
134,817
59,959
—
12,561
—
190,671
203,232
(37,257)
2020
Copenhagen
3
—
11,665
—
107,529
53,859
—
4,295
—
168,758
173,053
(31,909)
2020
Stockholm
6
—
—
—
93,861
59,609
—
126
—
153,344
153,470
(36,164)
2020
Dusseldorf
3
—
—
—
30,093
108,371
—
—
—
138,464
138,464
(24,839)
2020
Durban
1
—
900
—
66,646
4,062
—
789
—
70,819
71,608
(8,578)
2022
Europe - Other
6
—
3,144
—
43,046
533,741
—
88,641
—
491,290
579,931
(172,162)
Africa - Other
4
—
—
—
—
39,913
—
3,647
—
36,266
39,913
(5,005)
Total EMEA
118
—
363,931
90
6,083,448
4,941,850
—
509,264
86
10,879,969
11,389,319
(2,328,056)
APAC Markets
Singapore
3
—
—
—
137,545
722,405
—
—
—
859,950
859,950
(335,413)
2010 - 2015

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION- (Continued)
December 31, 2024
(Dollar amounts in thousands)
158
Sydney
4
—
18,285
—
3,868
174,150
—
19,221
—
177,082
196,303
(50,907) 2011 - 2012
Seoul
1
—
—
—
—
116,622
—
15,384
—
101,238
116,622
(11,708)
2022
Melbourne
2
—
4,467
—
—
95,045
—
2,712
—
96,800
99,512
(50,819)
2011
Hong Kong
1
—
—
—
—
79,612
—
—
—
79,612
79,612
(16,349)
2021
Asia Pacific - Other
—
—
—
—
—
6,128
—
—
—
6,128
6,128
(2,450)
Total APAC
11
—
22,752
—
141,413
1,193,962
—
37,317
—
1,320,810
1,358,127
(467,646)
Total Portfolio
 
230   $
135,000
 $
942,144
 $
90
 $10,417,274
 $16,390,670
 $ (191,184)  $1,108,251
 $
86
 $26,450,657
 $27,558,994
 $(8,641,331) 

Table of Contents
Index to Financial Statements
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION
December 31, 2024
(Dollar amounts in thousands)
159
(1) Tax Cost
The aggregate gross cost of the Company’s properties for U.S. federal income tax purposes approximated $44.5 billion
(unaudited) as of December 31, 2024.
(2) Historical Cost and Accumulated Depreciation and Amortization
The following table reconciles the historical cost of the Company’s properties for financial reporting purposes for each of
the years in the three-year period ended December 31, 2024.
Year Ended December 31, 
    
2024
    
2023
    
2022
Balance, beginning of year
$
27,306,368
$
26,136,057
$
23,625,450
Additions during period (acquisitions and
improvements)
 
2,051,279
 
3,494,450
 
2,553,946
Deductions during period (dispositions,
impairments and assets held for sale)
 
(1,798,653)
 
(2,324,139)
 
(43,339)
Balance, end of year
$
27,558,994
$
27,306,368
$
26,136,057
The following table reconciles accumulated depreciation and amortization of the Company’s properties for financial reporting
purposes for each of the years in the three-year period ended December 31, 2024.
Year Ended December 31, 
    
2024
    
2023
    
2022
Balance, beginning of year
$
7,823,685
$
7,268,981
$
6,210,281
Additions during period (depreciation and
amortization expense)
 
1,228,311
 
1,338,912
 
1,079,497
Deductions during period (dispositions and
assets held for sale)
 
(410,665)
 
(784,208)
 
(20,797)
Balance, end of year
$
8,641,331
$
7,823,685
$
7,268,981
Schedules other than those listed above are omitted because they are not applicable or the information required is included in the
Consolidated Financial Statements or the notes thereto.

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ITEM 9.            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A.         CONTROLS AND PROCEDURES
Our Management’s Reports on Internal Control over Financial Reporting for Digital Realty Trust, Inc. and Digital Realty
Trust, L.P. are included in Part II, Item 8, Financial Statements and Supplementary Data on page 84.
Evaluation of Disclosure Controls and Procedures (Digital Realty Trust, Inc.)
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed
in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information
is accumulated and communicated to its management, including its chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and
procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and its management is required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, the Company has investments in
certain unconsolidated entities, which are accounted for using the equity method of accounting. As the Company does not
control or manage these entities, its disclosure controls and procedures with respect to such entities may be substantially more
limited than those it maintains with respect to its consolidated subsidiaries.
As required by Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, management of the
Company carried out an evaluation, under the supervision and with participation of its chief executive officer and chief financial
officer, of the effectiveness of the design and operation of its disclosure controls and procedures that were in effect as of
December 31, 2024. Based on the foregoing, the Company’s management concluded that its disclosure controls and procedures
were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has not been any change in our internal control over financial reporting during the three months December 31, 2024, that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures (Digital Realty Trust, L.P.)
The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that information required to
be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such
information is accumulated and communicated to its management, including the chief executive officer and chief financial
officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating
the disclosure controls and procedures, the Operating Partnership’s management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and
its management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Also, the Operating Partnership has investments in certain unconsolidated entities, which are accounted for using the equity
method of accounting. As the Operating Partnership does not control or manage these entities, its disclosure controls and
procedures with respect to such entities may be substantially more limited than those it maintains with respect to its consolidated
subsidiaries.

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As required by Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, management of the
Operating Partnership carried out an evaluation, under the supervision and with participation of the chief executive officer and
chief financial officer of its general partner, of the effectiveness of the design and operation of its disclosure controls and
procedures that were in effect as of December 31, 2024. Based on the foregoing, the Operating Partnership’s management
concluded that its disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has not been any change in our internal control over financial reporting during the three months ended 
December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B.          OTHER INFORMATION
None.
ITEM 9C.          DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
       None.

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PART III
ITEM 10.            DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors, executive officers and corporate governance required by Item 10 will be included in
the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
We have filed, as exhibits to this Annual Report on Form 10-K for the year ended December 31, 2024, the certifications of our
Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes Oxley Act to be filed with the
Securities and Exchange Commission regarding the quality of our public disclosure. We have furnished to the Securities and
Exchange Commission as exhibits to this Annual Report on Form 10-K for the year ended December 31, 2024, the certifications
of our Chief Executive Officer and Chief Financial Officer required under Section 906 of the Sarbanes Oxley Act. In addition, as
required by Section 303A.12 of the NYSE Listed Company Manual, our Chief Executive Officer made his annual certification to
the NYSE stating that he was not aware of any violation by the Company of the corporate governance listing standards of the
NYSE.
ITEM 11.            EXECUTIVE COMPENSATION
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed
relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12.            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information concerning the security ownership of certain beneficial owners and management and related stockholder matters
(including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed
relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 13.            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
The information concerning certain relationships, related transactions and director independence required by Item 13 will be
included in the Proxy Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by
reference.
ITEM 14.            PRINCIPAL ACCOUNTING FEES AND SERVICES
The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy
Statement to be filed relating to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

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163
PART IV
ITEM 15.
EXHIBITS.
Exhibit
Number
Description
3.1
Articles of Amendment and Restatement of Digital Realty Trust, Inc.
3.2
Ninth Amended and Restated Bylaws of Digital Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to the
Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001
32336 and 000 54023) filed on April 3, 2023).
3.3
Certificate of Limited Partnership of Digital Realty Trust, L.P. (incorporated by reference to Exhibit 3.1 to Digital
Realty Trust, L.P.’s General Form for Registration of Securities on Form 10 filed on June 25, 2010 (File No. 000-
54023)).
3.4
Nineteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P. (incorporated
by reference to Exhibit 3.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on October 10, 2019).
4.1
Specimen Certificate for Common Stock for Digital Realty Trust, Inc. (incorporated by reference to Exhibit 4.1 to
Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) (File No. 001-
32336) filed on October 26, 2004).
4.2
Registration Rights Agreement, dated as of October 27, 2004, by and among Digital Realty Trust, Inc., Digital
Realty Trust, L.P. and the Unit Holders, as defined therein (incorporated by reference to Exhibit 10.2 to Digital
Realty Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on December 13, 2004).
4.3
Indenture, dated as of March 8, 2011, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as
guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the
Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on March 8, 2011).
4.4
Indenture, dated as of January 18, 2013, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital
Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying
agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the
form of the 4.250% Guaranteed Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Combined
Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on January 25, 2013).
4.5
Indenture, dated as of June 23, 2015, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as
guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the
Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on June 23, 2015).
4.6
Supplemental Indenture No. 2, dated as of August 7, 2017, among Digital Realty Trust, L.P., as issuer, Digital
Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of
2.750% Notes due 2023, the form of 3.700% Notes due 2027 and the guarantees (incorporated by reference to
Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty
Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on August 9, 2017).

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Exhibit
Number
Description
4.7
Indenture, dated as of July 21, 2017, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty
Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent
and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of
the 3.300% Guaranteed Notes due 2029 (incorporated by reference to Exhibit 4.2 to the Combined Current Report
on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed
on July 21, 2017).
4.8
Specimen Certificate for Digital Realty Trust, Inc.’s 5.250% Series J Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Digital Realty Trust, Inc.
(File No. 001-32336) filed on August 4, 2017).
4.9
Supplemental Indenture No. 3, dated as of June  21, 2018, among Digital Realty Trust, L.P., as issuer, Digital
Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of
4.450% Notes due 2028 and the guarantees (incorporated by reference to Exhibit 4.2 to the Combined Current
Report on Form 8-K of Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on June 21, 2018).
4.10
Indenture, dated as of October  17, 2018, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital
Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying
agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the
form of the 3.750% Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.1 to the Combined
Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on October 18, 2018).
4.11
Indenture, dated as of January 16, 2019, among Digital Euro Finco, LLC, as issuer, Digital Realty Trust, L.P. and
Digital Realty Trust, Inc., as guarantors, Deutsche Trustee Company Limited, as the trustee, Deutsche Bank AG,
London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a
transfer agent (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital
Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on January 16, 2019).
4.12
Form of Specimen Certificate for Digital Realty Trust, Inc.’s 5.850% Series K Cumulative Redeemable Preferred
Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Digital Realty Trust,
Inc. (File No. 001-32336) filed on March 12, 2019).
4.13
Supplemental Indenture No. 4, dated as of June 14, 2019, among Digital Realty Trust, L.P., as issuer, Digital
Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of
3.600% Notes due 2029 and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current
Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-
54023) filed on June 14, 2019).
4.14
Indenture, dated as of October 9, 2019, among Digital Euro Finco, LLC, Digital Realty Trust, Inc., Digital Realty
Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent
and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of
the 1.125% Guaranteed Notes due 2028 (incorporated by reference to Exhibit 4.1 to the Combined Current Report
on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed
on October 9, 2019).
4.15
Specimen Certificate for Digital Realty Trust, Inc.’s 5.200% Series L Cumulative Redeemable Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Digital Realty Trust, Inc.
(File No. 001-32336) filed on October 9, 2019).

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Exhibit
Number
Description
4.16
Description of Securities (incorporated by reference to exhibit 4.20 to the Combined Annual Report on Form 10-K
of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February
25, 2022).
4.17
Indenture, dated as of January 17, 2020, among Digital Dutch Finco B.V., Digital Realty Trust, Inc., Digital Realty
Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent
and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of
the 0.625% Guaranteed Notes due 2025 (incorporated by reference to Exhibit 4.2 to the Combined Current Report
on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed
on January 17, 2020).
4.18
Indenture, dated as of January 17, 2020, among Digital Dutch Finco B.V., Digital Realty Trust, Inc., Digital Realty
Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent
and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of
the 1.500% Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.3 to the Combined Current Report
on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed
on January 17, 2020).
4.19
Indenture, dated as of June 26, 2020, among Digital Dutch Finco B.V., Digital Realty Trust, Inc., Digital Realty
Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent
and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of
the 1.250% Guaranteed Notes due 2031 (incorporated by reference to Exhibit 4.1 to the Combined Current Report
on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed
on June 26, 2020).
4.20
Indenture, dated as of September 23, 2020, among Digital Dutch Finco B.V., Digital Realty Trust, Inc., Digital
Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying
agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the
form of the 1.000% Guaranteed Notes due 2032 (incorporated by reference to Exhibit 4.1 to the Combined
Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on September 23, 2020).
4.21
Indenture, dated as of January 12, 2021, among Digital Intrepid Holding B.V., Digital Realty Trust, Inc., Digital
Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying
agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the
form of the 0.625% Guaranteed Notes due 2031. (incorporated by reference to Exhibit 4.1 to the Combined
Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on January 12, 2021).
4.22
Terms and Conditions of the Notes, dated as of July 13, 2021 (incorporated by reference to Exhibit 4.1 to the
Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on July 15, 2021).
4.23
Form of the 2026 Notes (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on July 15,
2021).

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Exhibit
Number
Description
4.24
Form of the 2029 Notes (incorporated by reference to Exhibit 4.3 to the Combined Current Report on Form 8-K of
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on July 15,
2021).
4.25
Indenture, dated as of January 18, 2022, among Digital Intrepid Holding B.V., Digital Realty Trust, Inc., Digital
Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying
agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the
form of the 1.375% Guaranteed Notes due 2032 (incorporated by reference to Exhibit 4.1 to the Combined
Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on January 18, 2022).
4.26
Terms and Conditions of the Notes dated March 28, 2022 (incorporated by reference to Exhibit 4.1 of the Current
Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-
54023) filed on March 30, 2022).
4.27
Form of the 2027 Notes (incorporated by reference to Exhibit 4.3 to the Combined Current Report on Form 8-K of
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on March 30,
2022).
4.28
Supplemental Indenture No. 5, dated as of September 27, 2022, among Digital Realty Trust, L.P., as issuer, Digital
Realty Trust, Inc., as guarantor, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank,
National Association, as trustee, including the form of 5.550% Notes due 2028 and the guarantee (incorporated by
reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on September 27, 2022).
4.28
Supplemental Indenture No. 5, dated as of September 27, 2022, among Digital Realty Trust, L.P., as issuer, Digital
Realty Trust, Inc., as guarantor, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank,
National Association, as trustee, including the form of 5.550% Notes due 2028 and the guarantee (incorporated by
reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on September 27, 2022).
4.29
Indenture, dated as of September 13, 2024, among Digital Dutch Finco B.V., Digital Realty Trust, Inc., Digital
Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying
agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar, including the form of the 3.875%
Guaranteed Notes due 2033 (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-
K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on
September 13, 2024).
4.30
Indenture, dated as of November 12, 2024, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc.,
as guarantor, and U.S. Bank Trust Company, National Association, as trustee, including the form of 1.875%
Exchangeable Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to the Combined Current Report
on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed
on November 12, 2024).
4.31
Form of certificate representing the 1.875% Exchangeable Senior Notes due 2029 (incorporated by reference to
Exhibit 4.3 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust,
L.P. (File Nos. 001-32336 and 000-54023) filed on November 12, 2024).

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167
Exhibit
Number
Description
4.32
Registration Rights Agreement, dated as of November 12, 2024, among Digital Realty Trust, L.P., as issuer,
Digital Realty Trust, Inc., as parent guarantor, and the initial purchasers named therein (incorporated by reference
to Exhibit 4.3 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust,
L.P. (File Nos. 001-32336 and 000-54023) filed on November 12, 2024).
10.1†
Form of Indemnification Agreement by and between Digital Realty Trust, Inc. and its directors and officers
(incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11
(Registration No. 333-117865) filed on October 13, 2004).
10.2
Contribution Agreement, dated as of July 31, 2004, by and among Digital Realty Trust, L.P., San Francisco Wave
eXchange, LLC, Santa Clara Wave eXchange, LLC and eXchange colocation, LLC (incorporated by reference to
Exhibit 10.12 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865)
filed on September 17, 2004).
10.3†
Form of Profits Interest Units Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s
Quarterly Report on Form 10-Q (File No. 001-32336) filed on December 13, 2004).
10.4†
Form of Class C Profits Interest Units Agreement (incorporated by reference to Exhibit 10.1 to Digital Realty
Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on August 9, 2007).
10.5†
First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004
Incentive Award Plan (incorporated by reference to Appendix A to Digital Realty Trust, Inc.’s definitive proxy
statement on Schedule 14A (File No. 001-32336) filed on March 30, 2007).
10.6†
Form of 2008 Performance-Based Profits Interest Units Agreement (incorporated by reference to Exhibit 10.3 to
Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on May 9, 2008).
10.7†
First Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital
Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty
Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on May 9, 2008).
10.8†
Second Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital
Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty
Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on August 6, 2009).
10.9†
Third Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital
Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Digital Realty
Trust, Inc.’s Quarterly Report on Form 10-Q (File No. 001-32336) filed on November 9, 2009).
10.10†
Fourth Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital
Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined
Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336
and 000-54023) filed on August 7, 2012).
10.11†
Fifth Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital
Realty Trust, L.P. 2004 Incentive Award Plan. (incorporated by reference to exhibit 10.46 to the Combined Annual
Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-
54023) filed on March 2, 2015).

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168
Exhibit
Number
Description
10.12†
Profits Interest Unit Agreement – Directors (incorporated by reference to Exhibit 10.21 to the Combined Annual
Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-
54023) filed on February 25, 2019).
10.13†
Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.33 to the Combined Annual
Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-
54023) filed on February 28, 2014).
10.14†
First Amendment to Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.45 to the
Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on March 2, 2015).
10.15†
Second Amendment to Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to
the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File
Nos. 001-32336 and 000-54023) filed on November 6, 2015).
10.16†
Form of Class D Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.34 to the Combined
Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on February 28, 2014).
10.17†
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.35 to the
Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on February 28, 2014).
10.18†
Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.36 to the
Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on February 28, 2014).
10.19†
Form of Time-Based Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.23 to the Combined
Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on March 1, 2017).
10.20†
Form of Executive Time-Based Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.27 to the
Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on March 1, 2018).
10.21†
Form of Class D Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.30 to the Combined
Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on February 25, 2019).
10.22†
Executive Time-Based Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.31 to the
Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on February 25, 2019).
10.23†
Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan
(incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 10-Q of Digital Realty
Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on August 7, 2014).

Table of Contents
Index to Financial Statements
169
Exhibit
Number
Description
10.24†
First Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive
Award Plan. (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on
November 7, 2014).
10.25†
Second Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014
Incentive Award Plan (incorporated by reference to Exhibit 10.44 to the Combined Annual Report on Form 10-K
of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on March 2,
2015).
10.26†
Third Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive
Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Annual Report on Form 10-Q of Digital
Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 9, 2016).
10.27†
Fourth Amendment to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014
Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on
September 14, 2017).
10.28†
Fifth Amendment to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014
Incentive Award Plan (incorporated by reference to Exhibit 10.38 to the Combined Annual Report on Form 10-K
of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February
25, 2019).
10.29†
Sixth Amendment to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014
Incentive Award Plan (incorporated by reference to Exhibit 10.33 to the Combined Annual Report on Form 10-K
of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on March 1,
2021).
10.30†
Seventh Amendment to the Digital Realty Trust, Inc., Digital Services, Inc., and Digital Realty Trust, L.P.
Incentive Award Plan (incorporated by reference to Exhibit 10.6 to the Combined Quarterly Report on From 10-Q
of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 3,
2024.
10.31†
Employment Agreement among Digital Realty Trust, Inc., DLR LLC and A. William Stein (incorporated by
reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on July 9, 2018).
10.32†
Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the
Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos.
001-32336 and 000-54023) filed on August 6, 2015).
10.33†
First Amendment to Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 4.7 to the Registration Statement on Form S-8 of Digital Realty Trust, Inc. (File Nos. 001-32336 and 000-
54023) filed on October 7, 2015).
10.34†
Form of Director Confidentiality Agreement (incorporated by reference to Exhibit 10.39 to the Combined Annual
Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-
54023) filed on March 1, 2017).

Table of Contents
Index to Financial Statements
170
Exhibit
Number
Description
10.35*
Third Amended and Restated Global Senior Credit Agreement, dated as of September 24, 2024, among Digital
Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as
borrowers, Digital Realty Trust, Inc., as parent guarantor, the additional guarantors party thereto, as additional
guarantors, the banks, financial institutions and other institutional lenders listed therein, as the initial lenders,
issuing banks and swing line banks listed therein, Citibank, N.A., as administrative agent, BofA Securities, Inc.
and Citibank, N.A., as co-sustainability structuring agents, and certain other parties thereto (incorporated by
reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on November 1, 2024).
10.36*
Second Amended and Restated Credit Agreement, dated as of September 24, 2024, among Digital Realty Trust,
L.P., Digital Japan, LLC, as the initial borrower, the additional borrowers party thereto, as borrowers, Digital
Realty Trust, Inc., as parent guarantor, the additional guarantors party thereto, the initial lenders and issuing banks
named therein, Sumitomo Mitsui Banking Corporation, as administrative agent, Sumitomo Mitsui Banking
Corporation as sustainability structuring agent, and certain other parties thereto (incorporated by reference to
Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty
Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on November 1, 2024).
10.37†
Form of Executive Severance Agreement (incorporated by reference to Exhibit 10.56 to the Combined Annual
Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-
54023) filed on March 2, 2020).
10.38†
Employment Agreement, dated November 19, 2018, by and among Digital Realty Trust, Inc., DLR, LLC and
Gregory S. Wright (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of
Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 11,
2020).
10.39†
Form of Executive Severance Time-Based Profits Interest Unit Agreement (incorporated by reference to Exhibit
10.9 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
(File Nos. 001-32336 and 000-54023) filed on May 11, 2020).
10.40†
Form of Executive Severance Class D Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.10
to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File
Nos. 001-32336 and 000-54023) filed on May 11, 2020).
10.41†
InterXion Holding N.V. 2017 Executive Director Long Term Incentive Plan (incorporated by reference to Exhibit
4.5 to the Registration Statement on Form S-8 of Digital Realty Trust, Inc. (File No. 333-237038) filed on March
9, 2020).
10.42†
InterXion Holding N.V. 2013 Amended International Equity Based Incentive Plan (incorporated by reference to
Exhibit 4.4 to the Registration Statement on Form S-8 of Digital Realty Trust, Inc. (File No. 333-237038) filed on
March 9, 2020).
10.43†
Form of Indemnification Agreement by and between Digital Realty Trust, Inc. and its directors and officers
(incorporated by reference to Exhibit 10.59 to the Combined Annual Report on Form 10-K of Digital Realty Trust,
Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on March 1, 2021).
10.44†
Form of Omnibus Letter Agreement to 2020 Equity Award Agreements (incorporated by reference to exhibit 10.52
to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File
Nos. 001-32336 and 000-54023) filed on February 25, 2022).

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Index to Financial Statements
171
Exhibit
Number
Description
10.45†
Form of Amended and Restated Form of Executive Severance Agreement - United States (incorporated by
reference to exhibit 10.53 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 25, 2022).
10.46†
Form of Amended and Restated Form of Executive Severance Agreement – Canada (incorporated by reference to
exhibit 10.54 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty
Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 25, 2022).
10.47†
Form of Second Amended and Restated Executive Severance Agreement—United States (incorporated by
reference to exhibit 10.55 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 24, 2023).
10.48†
Form of Class D Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.2 to the Combined
Quarterly Report on 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and
000-54023) filed on May 6, 2022).
10.49†
Form of Executive Severance Class D Profits Interest Unit Agreement (FFO Award) (incorporated by reference to
10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
(File Nos. 001-32336 and 000-54023) filed on May 6, 2022).
10.50†
Form of Performance-Based Restricted Stock Unit Agreement (US) (FFO Award) (incorporated by reference to
Exhibit 10.4 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty
Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 6, 2022).
10.51*
Term Loan Agreement, dated as of August 11, 2022, among Digital Dutch Finco B.V., and the other initial
borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, L.P., Digital
Euro Fico LLC, and Digital Realty Trust, L.P., as guarantors, the subsidiary borrowers and additional guarantors
named therein, the initial lenders and issuing banks named therein, Citibank, N.A., as administrative agent, Bank
of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, BofA Securities, Inc., Citibank, N.A.,
JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc., PNC Bank National Association, The Bank of Nova
Scotia, Bank of China, Los Angeles Branch, Oversea-Chinese Banking Corporation Limited- Los Angeles Agency,
Raymond James Bank, Sumitomo Mitsui Banking Corporation, DBS Bank LTD., TD Securities (USA) LLC and
U.S. Bank National Association, as joint lead arrangers, BofA Securities, Inc., Citibank, N.A. and JPMorgan
Chase Bank, N.A., as joint bookrunners, and the other gents and lenders named therein (incorporated by reference
to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty
Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on August 17, 2022).
10.52†
Amendment to Employment Agreement, dated as of September 7, 2022, by and among Digital Realty Trust, Inc.,
DLR LLC and Greg Wright (incorporated by reference to Exhibit 10.2 to the Combined Quarterly Report on Form
10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on
November 4, 2022).
10.53†
Form of Class D Profits Interest Unit Agreement (NOI Award) (incorporated by reference to Exhibit 10.4 to the
Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos.
001-32336 and 000-54023) filed on May 4, 2023).

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Index to Financial Statements
172
Exhibit
Number
Description
10.54†
Form of Executive Severance Class D Profits Interest Unit Agreement (NOI Award) (incorporated by reference to
Exhibit 10.5 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty
Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 4, 2023).
10.55†
Form of Performance-Based Restricted Stock Unit Agreement (NOI Award) (incorporated by reference to Exhibit
10.6 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
(File Nos. 001-32336 and 000-54023) filed on May 4, 2023).
10.56†
Form of Executive Severance Performance-Based Restricted Stock Unit Agreement (NOI Award) (incorporated by
reference to Exhibit 10.7 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on May 4, 2023).
10.57†
Form of Executive Performance-Based Class D Profits Interest Unit Agreement. (incorporated by reference to
exhibit 10.58 to the Combined Annual Report on Form 10 K of Digital Realty Trust, Inc. and Digital Realty Trust,
L.P. (File Nos. 001 32336 and 000 54023) filed on February 23, 2024).
10.58†*
Form of Executive Performance-Based Class D Profits Interest Unit Agreement (NOI Award) (incorporated by
reference to exhibit 10.59 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed on February 23, 2024).
10.59†
Form of Executive Time-Based Profits Interest Unit Agreement (incorporated by reference to exhibit 10.60 to the
Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-
32336 and 000-54023) filed on February 23, 2024).
10.60†
Form of Amended Management Equity Election Program (incorporated by reference to Exhibit 10.32 to the
Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on
November 9, 2023).
10.61†
Director Compensation Program (incorporated by reference to exhibit 10.62 to the Combined Annual Report on
Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336 and 000-54023) filed
on February 23, 2024).
10.62†
Amended and Restated Employment Agreement, dated as of August 10, 2023, by and between Digital Realty
Trust, Inc., DLR LLC, and Andrew P. Power (incorporated by reference to Exhibit 10.1 to the Combined Current
Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001 32336 and 000
54023) filed on August 15, 2023).
10.63*
First Amendment to Term Loan Agreement, dated as of September 26, 2024, among Digital Dutch Finco B.V., as
borrower, and Digital Realty Trust, Inc., Digital Realty Trust, L.P., and Digital Euro Finco, LLC, as guarantors, the
banks, financial institutions and other institutional lenders party thereto, as lenders, Citibank, N.A., as
administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.3 to the Combined
Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (File Nos. 001-32336
and 000-54023) filed on November 1, 2024).
19.1
Insider Trading Policy and Procedures
21.1
List of Subsidiaries of Digital Realty Trust, Inc.
21.2
List of Subsidiaries of Digital Realty Trust, L.P.

Table of Contents
Index to Financial Statements
173
Exhibit
Number
Description
23.1
Consent of Independent Registered Public Accounting Firm.
31.1
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer for Digital Realty Trust, Inc.
31.2
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer for Digital Realty Trust, Inc.
31.3
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer for Digital Realty Trust, L.P.
31.4
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer for Digital Realty Trust, L.P.
32.1
18 U.S.C. § 1350 Certifications of Chief Executive Officer for Digital Realty Trust, Inc.
32.2
18 U.S.C. § 1350 Certifications of Chief Financial Officer for Digital Realty Trust, Inc.
32.3
18 U.S.C. § 1350 Certifications of Chief Executive Officer for Digital Realty Trust, L.P.
32.4
18 U.S.C. § 1350 Certifications of Chief Financial Officer for Digital Realty Trust, L.P.
97.1
Digital Realty Trust, Inc. Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference
to exhibit 10.62 to the Combined Annual Report on Form 10 K of Digital Realty Trust, Inc. and Digital Realty
Trust, L.P. (File Nos. 001 32336 and 000 54023) filed on February 23, 2024).
101
The following financial statements from Digital Realty Trust, Inc.’s and Digital Realty Trust, L.P.’s Form 10-K for
the year ended December 31, 2024, formatted in Inline XBRL interactive data files: (i) Consolidated Balance
Sheets as of December 31, 2024 and December 31, 2023; (ii) Consolidated Income Statements for each of the
years in the three-year period ended December 31, 2024; (iii) Consolidated Statements of Equity and
Comprehensive Income/Statements of Capital and Comprehensive Income for each of the years in the three-year
period ended December 31, 2024; (iv) Consolidated Statements of Cash Flows for each of the years in the three-
year period ended December 31, 2024; and (v) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
†
Management contract or compensatory plan or arrangement.
*
Portions of this exhibit have been omitted because such portions (i) are not material and (ii) would be competitively harmful
if publicly disclosed.
ITEM 16.            FORM 10-K SUMMARY
None.

Table of Contents
Index to Financial Statements
174
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIGITAL REALTY TRUST, INC.
By:
/s/ ANDREW P. POWER
Andrew P. Power
President & Chief Executive Officer
Date: February 24, 2025
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Andrew P. Power, Jeannie Lee and Matthew R. Mercier, and each of them, with full power to act without the other, such person’s
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same,
with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature
    
Title
    
Date
/s/ MARY HOGAN PREUSSE
Chairman of the Board
February 24, 2025
Mary Hogan Preusse
/s/ ANDREW P. POWER
President & Chief Executive Officer (Principal
Executive Officer)
February 24, 2025
Andrew P. Power
/s/ MATTHEW R. MERCIER
Chief Financial Officer (Principal Financial Officer)
February 24, 2025
Matthew R. Mercier
/s/ CHRISTINE B. KORNEGAY
Chief Accounting Officer (Principal Accounting
Officer)
February 24, 2025
Christine B. Kornegay
/s/ VERALINN JAMIESON
Director
February 24, 2025
VeraLinn Jamieson

Table of Contents
Index to Financial Statements
175
Signature
    
Title
    
Date
/s/ KEVIN J. KENNEDY
Director
February 24, 2025
Kevin J. Kennedy
/s/ WILLIAM G. LAPERCH
Director
February 24, 2025
William G. LaPerch
/s/ JEAN F.H.P. MANDEVILLE
Director
February 24, 2025
Jean F.H.P. Mandeville
/s/ AFSHIN MOHEBBI
Director
February 24, 2025
Afshin Mohebbi
/s/ MARK R. PATTERSON
Director
February 24, 2025
Mark R. Patterson
/s/ SUSAN SWANEZY
Director
February 24, 2025
Susan Swanezy

Table of Contents
Index to Financial Statements
176
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIGITAL REALTY TRUST, L.P.
By:
Digital Realty Trust, Inc.,
Its
General Partner
By:
/s/ ANDREW P. POWER
Andrew P. Power
President & Chief Executive Officer
Date: February 24, 2025
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Andrew P. Power, Jeannie Lee and Matthew R. Mercier, and each of them, with full power to act without the other, such person’s
true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same,
with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature
    
Title
    
Date
/s/ MARY HOGAN PREUSSE
Chairman of the Board
February 24, 2025
Mary Hogan Preusse
/s/ ANDREW P. POWER
President & Chief Executive Officer (Principal
Executive Officer)
February 24, 2025
Andrew P. Power
/s/ MATTHEW R. MERCIER
Chief Financial Officer (Principal Financial Officer)
February 24, 2025
Matthew R. Mercier
/s/ CHRISTINE B. KORNEGAY
Chief Accounting Officer (Principal Accounting
Officer)
February 24, 2025
Christine B. Kornegay
/s/ VERALINN JAMIESON
Director
February 24, 2025
VeraLinn Jamieson

Table of Contents
Index to Financial Statements
177
Signature
    
Title
    
Date
/s/ KEVIN J. KENNEDY
Director
February 24, 2025
Kevin J. Kennedy
/s/ WILLIAM G. LAPERCH
Director
February 24, 2025
William G. LaPerch
/s/ JEAN F.H.P. MANDEVILLE
Director
February 24, 2025
Jean F.H.P. Mandeville
/s/ AFSHIN MOHEBBI
Director
February 24, 2025
Afshin Mohebbi
/s/ MARK R. PATTERSON
Director
February 24, 2025
Mark R. Patterson
/s/ SUSAN SWANEZY
Director
February 24, 2025
Susan Swanezy

Exhibit 3.1
DIGITAL  REALTY  TRUST,  INC. ARTICLES OF
AMENDMENT AND RESTATEMENT
FIRST : Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently
in effect and as hereinafter amended.
SECOND : The following provisions are all the provisions of the charter currently in effect and as hereinafter amended:
ARTICLE I NAME
The name of the Corporation is:
Digital Realty Trust, Inc.
ARTICLE II PURPOSE
The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or
obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any successor
statute (the “Code”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force.
For purposes of these Articles, “REIT” means a real estate investment trust under Sections 856 through 860 of the Code.
ARTICLE III
PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT
The address of the principal office of the Corporation in the State of Maryland is c/o National Registered Agents, Inc. of MD, 11
East Chase Street, Baltimore, MD 21202. The name of the resident agent of the Corporation in the State of Maryland is National Registered
Agents, Inc. of MD, whose post office address is 11 East Chase Street, Baltimore, MD 21202. The resident agent is Maryland corporation.

ARTICLE IV
PROVISIONS FOR DEFINING, LIMITING AND
REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS
Section 4.1 Number of Directors . The business and affairs of the Corporation shall be managed under the direction of the Board of
Directors. The number of directors of the Corporation initially shall be two (2), which number may be increased or decreased only by the Board of
Directors pursuant to the Bylaws, but shall never be less than the minimum number required by the Maryland General Corporation Law (the
“MGCL”). The names of the directors who shall serve until the first annual meeting of stockholders and until their successors are duly elected
and qualify are:
Richard Magnuson, Chairman of the Board Michael F. Foust
These directors may increase the number of directors and may fill any vacancy, whether resulting from an increase in the number of directors
or otherwise, on the Board of Directors occurring before the first annual meeting of stockholders in the manner provided in the Bylaws.
The Corporation elects, at such time as it becomes eligible to make the election provided for under Section 3-802(b) of the MGCL,
that, except as may be provided by the Board of Directors in setting the terms of any class or series of stock, any and all vacancies on the
Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do
not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such
vacancy occurred.
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Section 4.2 Extraordinary Actions . Except as specifically provided in Section 4.8 (relating to removal of directors) and in Article
VII (relating to amendments and transactions outside the ordinary course of business), notwithstanding any provision of law permitting or
requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any
such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of
holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.
Section 4.3 Authorization by Board of Stock Issuance . The Board of Directors may authorize the issuance from time to time of shares
of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its
stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or
without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the
charter or the Bylaws.
Section 4.4 Preemptive Rights . Except as may be provided by the Board of Directors in setting the terms of classified or
reclassified shares of stock pursuant to Section 5.4 or as may otherwise be provided by contract, no holder of shares of stock of the
Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of stock of the Corporation or
any other security of the Corporation which it may issue or sell.
Section 4.5 Indemnification . The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect
from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding
to, (a) any individual who is a present or former director or officer of the Corporation
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or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a
director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan
or any other enterprise 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. The Corporation shall have the power, with the approval of the Board of Directors, to provide
such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities
described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.
Section 4.6 Determinations by Board . The determination as to any of the following matters, made in good faith by or pursuant to the
direction of the Board of Directors consistent with the charter and in the absence of actual receipt of an improper benefit in money, property
or services or active and deliberate dishonesty established by a court, shall be final and conclusive and shall be binding upon the
Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets
at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the
amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of
capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease,
alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or
other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of
redemption of any class or series of stock of the
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Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the
Corporation; the number of shares of stock of any class of the Corporation; any matter relating to the acquisition, holding and disposition of
any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by
applicable law, the charter or Bylaws or otherwise to be determined by the Board of Directors.
Section 4.7 REIT Qualification . If the Corporation elects to qualify for federal income tax treatment as a REIT, the Board of
Directors shall use its commercially reasonable efforts to take such actions as are necessary or appropriate to preserve the status of the
Corporation as a REIT; however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to
be qualified as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election.
Section 4.8 Removal of Directors . Subject to the rights of holders of one or more classes or series of Preferred Stock to elect or
remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and
then only by the affirmative vote of at least two thirds of the votes entitled to be cast generally in the election of directors. For the purpose of
this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent
jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate
dishonesty.
Section 4.9 Rights of Objecting Stockholders . Holders of shares of stock of the Corporation shall not be entitled to exercise any
rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors,
upon the affirmative vote of a majority of the Board of Directors, shall determine that such rights
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apply, with respect to all or any classes or series of stock, to one or more transactions occurring after the date of such determination in
connection with which holders of such shares of stock of the Corporation would otherwise be entitled to exercise such rights.
ARTICLE V STOCK
Section 5.1 Authorized Shares . The Corporation has authority to issue 120,000,000 shares of stock, consisting of 100,000,000
shares of Common Stock, $.01 par value per share (“Common Stock”), and 20,000,000 shares of Preferred Stock, $.01 par value per share
(“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $1,200,000. If shares of one class of stock are
classified or reclassified into shares of another class of stock pursuant to this Article V, the number of authorized shares of the former class
shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of
shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue
shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the
approval of a majority of the Board and without any action by the stockholders of the Corporation, may amend the charter from time to time
to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation
has authority to issue.
Section 5.2 Common Stock . Subject to the provisions of Article VI and except as may otherwise be specified in the terms of any
class or series of Common Stock, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may
reclassify any unissued shares of Common Stock from time to time in one or more classes or series of stock.
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Section 5.3 Preferred Stock . The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any
previously classified but unissued shares of Preferred Stock of any series from time to time, in one or more classes or series of stock.
Section 5.4 Classified or Reclassified Shares . Prior to issuance of classified or reclassified shares of any class or series, the Board
of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation;
(b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Article VI and subject to
the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights,
voting powers, restrictions, including, without limitation, restrictions on transferability, limitations as to dividends or other distributions,
qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary
with the State Department of Assessments and Taxation of Maryland (“SDAT”). Any of the terms of any class or series of stock set or
changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the charter (including
determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof,
provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and
expressly set forth in the articles supplementary or other charter document.
Section 5.5 Stockholders’ Consent in Lieu of Meeting . Any action required or permitted to be taken at any meeting of the
stockholders may be taken without a meeting by consent, in writing or by electronic transmission, in any manner permitted by the MGCL and
(a) set forth in the Bylaws or (b) set forth in the terms of any class or series of Preferred Stock.
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Section 5.6 Charter and Bylaws . The rights of all stockholders and the terms of all stock are subject to the provisions of the charter
and the Bylaws.
ARTICLE VI
RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES
Section 6.1 Definitions . For the purposes of Article VI, the following terms shall have the following meanings:
“ Aggregate Stock Ownership Limit ” shall mean 9.8% in value of the aggregate of the outstanding shares of Capital Stock.
Notwithstanding the foregoing, for purposes of determining the percentage ownership of Capital Stock by any Person, shares of Capital Stock
that are treated as Beneficially or Constructively owned by such Person shall be deemed outstanding. The value of the outstanding shares of
Capital Stock shall be determined by the Board of Directors of the Corporation in good faith, which determination shall be conclusive for all
purposes hereof.
“ Beneficial Ownership ” shall mean ownership of Capital Stock either actually (including through a nominee) or constructively
through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial
Owner,” “Beneficially Own,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.
“ Capital Stock ” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stock and
Preferred Stock.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 6.3.6 of this Article VI.
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“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any successor
provisions thereof as may be adopted from time to time.
“ Common Stock ” shall mean that Common Stock that may be issued pursuant to Article V of the Articles of Amendment and
Restatement.
“ Common Stock Ownership Limit ” shall mean 9.8% (by value or by number of shares, whichever is more restrictive) of the
outstanding Common Stock of the Corporation, excluding any such outstanding Common Stock which is not treated as outstanding for
federal income tax purposes. Notwithstanding the foregoing, for purposes of determining the percentage ownership of Common Stock by any
Person, shares of Common Stock that are treated as Beneficially or Constructively owned by such Person shall be deemed to be outstanding.
The number and value of shares of outstanding Common Stock of the Corporation shall be determined by the Board of Directors in good
faith, which determination shall be conclusive for all purposes hereof.
“ Constructive Ownership ” shall mean ownership of Capital Stock either actually (including through a nominee) or constructively
through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,”
“Constructively Own,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.
“ Corporation ” shall have the meaning set forth in the preamble to the Articles of Amendment and Restatement.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the
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meaning of Section 509(a) of the Code, provided that, except as set forth in Section 856(h)(3)(A)(ii) of the Code, a trust described in Section
401(a) of the Code and exempt from tax under Section 501(a) of the Code shall be excluded from this definition.
“ Initial Date ” means the date upon which the Articles of Amendment and Restatement containing this Article VI are filed with the
State Department of Assessments and Taxation of Maryland.
“ IRS ” means the United States Internal Revenue Service.
“ Market Price ” means the last reported sales price reported on the New York Stock Exchange of the Capital Stock on the trading
day immediately preceding the relevant date, or if the Capital Stock is not then traded on the New York Stock Exchange, the last reported sales
price of the Capital Stock on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over
which the Capital Stock may be traded, or if the Capital Stock is not then traded over any exchange or quotation system, then the market
price of the Capital Stock on the relevant date as determined in good faith by the Board of Directors of the Corporation.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust, association, joint stock company
or other entity; but does not include an underwriter acting in a capacity as such in a public offering of shares of Capital Stock provided that
the ownership of such shares of Capital Stock by such underwriter would not result in the Corporation being “closely held” within the
meaning of Section 856(h) of the Code, or otherwise result in the Corporation failing to qualify as a REIT.
“ Preferred Stock ” shall mean that Preferred Stock that may be issued from time to time pursuant to Article V of the Articles of
Amendment and Restatement.
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“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to
a Trust, as provided in Section 6.2.2 of this Article VI, the Purported Record Transferee, unless the Purported Record Transferee would have
acquired or owned shares of Capital Stock for another Person who is the beneficial transferee or owner of such shares, in which case the
Purported Beneficial Transferee shall be such Person.
“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 6.2.2 of this Article VI, the record holder of the shares of Capital Stock if such Transfer had been valid under
Section 6.2.1 of this Article VI.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“ Restriction Termination Date ” shall mean the first day on which the Board of Directors of the Corporation determines that it is
no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.
“ Transfer ” shall mean any issuance, sale, transfer, gift, assignment, devise, other disposition of Capital Stock as well as any other
event that causes any Person to Beneficially Own or Constructively Own Capital Stock, including (i) the granting of any option or entering
into any agreement for the sale, transfer or other disposition of Capital Stock or (ii) the sale, transfer, assignment or other disposition of any
securities (or rights convertible into or exchangeable for Capital Stock), whether voluntary or involuntary, whether such transfer has occurred
of record or beneficially or Beneficially or Constructively (including but not limited to transfers of interests in other entities which result in
changes in Beneficial or Constructive Ownership of Capital Stock), and whether such transfer has occurred by operation of law or
otherwise.
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“ Trust ” shall mean each of the trusts provided for in Section 6.3 of this Article VI.
“ Trustee ” shall mean any Person unaffiliated with the Corporation, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Corporation to serve as trustee of a Trust.
Section 6.2 Restriction on Ownership and Transfers .
6.2.1 From the Initial Date and prior to the Restriction Termination Date:
(a) except as provided in Section 6.9 of this Article VI, (1) no Person shall Beneficially Own shares of Capital Stock in
excess of the Aggregate Stock Ownership Limit and (2) no Person shall Beneficially Own Common Stock in excess of the Common Stock
Ownership Limit;
(b) except as provided in Section 6.9 of this Article VI, (1) no Person shall Constructively Own shares of Capital Stock in
excess of the Aggregate Stock Ownership Limit and (2) no Person shall Constructively Own Common Stock in excess of the Common Stock
Ownership Limit; and
(c) no Person shall Beneficially or Constructively Own Capital Stock to the extent that such Beneficial or Constructive
Ownership would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify
as a REIT (including but not limited to ownership that would result in the Corporation owning (actually or Constructively) an interest in a
tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation (either directly or indirectly through one
or more partnerships or limited liability companies) from such tenant would cause the Corporation to fail to satisfy any of the gross income
requirements of Section 856(c) of the Code).
6.2.2 If, during the period commencing on the Initial Date and prior to the Restriction Termination Date, any Transfer occurs
that, if effective, would result in any Person Beneficially or Constructively Owning Capital Stock in violation of Section 6.2.1 of
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this Article VI, (i) then that number of shares of Capital Stock that otherwise would cause such Person to violate Section 6.2.1 of this Article
VI (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in
Section 6.3, effective as of the close of business on the business day prior to the date of such Transfer or other event, and such Purported
Beneficial Transferee shall thereafter have no rights in such shares or (ii) if, for any reason, the transfer to the Trust described in clause (i)
of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or Constructively Owning Capital
Stock in violation of Section 6.2.1 of this Article VI, then the Transfer of that number of shares of Capital Stock that otherwise would cause
any Person to violate Section 6.2.1 shall, subject to Section 6.12, be void ab initio , and the Purported Beneficial Transferee shall have no
rights in such shares.
6.2.3 Subject to Section 6.12 of this Article VI and notwithstanding any other provisions contained herein, during the
period commencing on the Initial Date and prior to the Restriction Termination Date, any Transfer of Capital Stock that, if effective, would result
in the Capital Stock of the Corporation being beneficially owned by less than 100 Persons (determined without reference to any rules of
attribution) shall be void ab initio , and the intended transferee shall acquire no rights in such Capital Stock.
6.2.4 It is expressly intended that the restrictions on ownership and Transfer described in this Section 6.2 of Article VI shall
apply to restrict the rights of any members or partners in limited liability companies or partnerships to exchange their interest in such entities for
Capital Stock of the Corporation.
Section 6.3 Transfers of Common Stock in Trust .
6.3.1 Upon any purported Transfer or other event described in Section 6.2.2 of this Article VI that would result in a transfer
of shares of Capital Stock to a
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Trust, such Capital Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive
benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the
business day prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 6.2.2. The Trustee
shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation, any Purported Beneficial Transferee and any
Purported Record Transferee. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 6.3.6 of this Article VI.
6.3.2 Capital Stock held by the Trustee shall be issued and outstanding Capital Stock of the Corporation. The Purported
Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of Capital Stock held by the Trustee. The Purported
Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held in trust by the
Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the
shares of Capital Stock held in the Trust.
6.3.3 The Trustee shall have all voting rights and rights to dividends or other distributions with respect to Capital Stock
held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid
prior to the discovery by the Corporation that shares of Capital Stock have been transferred to the Trustee shall be paid to the Trustee upon
demand, and any dividend or other distribution declared or authorized but unpaid with respect to such Capital Stock shall be paid when due
to the Trustee. Any dividends or distributions so paid over to the Trustee shall be held in trust for the Charitable Beneficiary. The Purported
Record Transferee and Purported Beneficial Transferee shall have no voting rights with respect to the Capital Stock held in the
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Trust and, subject to Maryland law, effective as of the date the Capital Stock has been transferred to the Trustee, the Trustee shall have the
authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Purported Record Transferee with respect to such Capital
Stock prior to the discovery by the Corporation that the Capital Stock has been transferred to the Trustee and (ii) to recast such vote in
accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has
already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the
provisions of this Article VI, until the Corporation has received notification that the Capital Stock has been transferred into a Trust, the
Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled
to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.
6.3.4 Within 20 days of receiving notice from the Corporation that shares of Capital Stock have been transferred to the Trust,
the Trustee of the Trust shall sell the shares of Capital Stock held in the Trust to a person, designated by the Trustee, whose ownership of the
shares of Capital Stock will not violate the ownership limitations set forth in Section 6.2.1. Upon such sale, the interest of the Charitable
Beneficiary in the shares of Capital Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported
Record Transferee and to the Charitable Beneficiary as provided in this Section 6.3.4. The Purported Record Transferee shall receive the lesser
of (i) the price paid by the Purported Record Transferee for the shares of Capital Stock in the transaction that resulted in such transfer to the
Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase of such shares of Capital Stock at Market Price, the
Market Price of such shares of Capital Stock on the day of the event which resulted in the transfer of such shares of Capital Stock to the
Trust)
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and (ii) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of
the shares of Capital Stock held in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount
of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to
the Trustee pursuant to Section 6.3.3 of this Article VI. Any net sales proceeds in excess of the amount payable to the Purported Record
Transferee shall be immediately paid to the Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the
discovery by the Corporation that shares of such Capital Stock have been transferred to the Trustee, such shares of Capital Stock are sold by
a Purported Record Transferee then (x) such shares of Capital Stock shall be deemed to have been sold on behalf of the Trust and (y) to the
extent that the Purported Record Transferee received an amount for such shares of Capital Stock that exceeds the amount that such Purported
Record Transferee was entitled to receive pursuant to this Section 6.3.4, such excess shall be paid to the Trustee upon demand.
6.3.5 Capital Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its
designee, at a price per share equal to the lesser of (i) the price paid by the Purported Record Transferee for the shares of Capital Stock in
the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase
of such shares of Capital Stock at Market Price, the Market Price of such shares of Capital Stock on the day of the event which resulted in the
transfer of such shares of Capital Stock to the Trust) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer.
The Corporation may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions which has
been paid to the Purported Record Transferee and are owed by the Purported Record
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Transferee to the Trustee pursuant to Section 6.3.3 of this Article VI. The Corporation will pay the amount of such reduction to the Trustee for
the benefit of the Charitable Beneficiary. The Corporation shall have the right to accept such offer until the Trustee has sold the shares of
Capital Stock held in the Trust pursuant to Section 6.3.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the
shares of Capital Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee,
and any dividends or other distributions held by Trustee with respect to such Capital Stock shall thereupon be paid to the Charitable Beneficiary.
6.3.6 By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the
Charitable Beneficiary of the interest in the Trust such that (i) the shares of Capital Stock held in the Trust would not violate the restrictions
set forth in Section 6.2.1 in the hands of such Charitable Beneficiary and (ii) each Charitable Beneficiary is an organization described in
Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.
Section 6.4 Remedies For Breach . If the Board of Directors or a committee thereof or other designees if permitted by the MGCL
shall at any time determine in good faith that a Transfer or other event has taken place in violation of Section 6.2 of this Article VI or that a Person
intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of attribution),
Beneficial Ownership or Constructive Ownership of any shares of the Corporation in violation of Section 6.2 of this Article VI (whether or not
such violation is intended), the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take such action as
it deems or they deem advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Corporation to
redeem shares of Capital Stock, refusing to give effect to such
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Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any
Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or Beneficial Ownership) in violation of
Section 6.2.1 of this Article VI shall automatically result in the transfer to a Trust as described in Section 6.2.2 and any Transfer in violation of
Section 6.2.3 shall, subject to Section 6.12, automatically be void ab initio irrespective of any action (or non-action) by the Board of Directors
or a committee thereof.
Section 6.5 Notice of Restricted Transfer . Any Person who acquires or attempts or intends to acquire shares in violation of
Section 6.2 of this Article VI, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results under
Section 6.2.2 of this Article VI, shall immediately give written notice to the Corporation of such event or, in the case of such a proposed or
attempted transaction, give at least 15 days prior written notice and shall provide to the Corporation such other information as the Corporation
may request in order to determine the effect, if any, of such Transfer or attempted Transfer on the Corporation’s status as a REIT.
Section 6.6 Owners Required to Provide Information . From the Initial Date and prior to the Restriction Termination Date, each
Person who is a beneficial owner or Beneficial Owner or Constructive Owner of shares of Capital Stock and each Person (including the
stockholder of record) who is holding shares of Capital Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall, on demand,
provide to the Corporation a completed questionnaire containing the information regarding their ownership of such shares, as set forth in the
regulations (as in effect from time to time) of the U.S. Department of Treasury under the Code. In addition, each Person who is a beneficial owner
or Beneficial Owner or Constructive Owner of shares of Capital Stock and each Person (including the stockholder of
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record) who is holding shares of Capital Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall, on demand, be required
to disclose to the Corporation in writing such information as the Corporation may request in order to determine the effect, if any, of such
stockholder’s Beneficial Ownership and Constructive Ownership of shares of Capital Stock on the Corporation’s status as a REIT and to
ensure compliance with the Aggregate Stock Ownership Limit, the Common Stock Ownership Limit, any other ownership limit or as otherwise
permitted by the Board of Directors.
Section 6.7 Remedies Not Limited . Nothing contained in this Article VI (but subject to Section 6.12 of this Article VI) shall limit the
authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests
of its stockholders by preservation of the Corporation’s status as a REIT.
Section 6.8 Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Article VI, including any
definition contained in Section 6.1, the Board of Directors shall have the power to determine the application of the provisions of this Article
VI with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 6.12 of this Article VI). In the
event Article VI requires an action by the Board of Directors and the charter of the Corporation does not provide specific guidance with
respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary
to the provisions of Article VI. Absent a decision to the contrary by the Board of Directors (which the Board may make in its sole and absolute
discretion), if a Person would have (but for the remedies set forth in Section 6.2.2) acquired Beneficial or Constructive Ownership of Common
Stock in violation of Section 6.2.1, such remedies (as applicable) shall apply first to the shares of Capital Stock which, but for such remedies, would
have been actually owned by such Person, and second to shares of Capital
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Stock which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro
rata among the Persons who actually own such shares of Capital Stock based upon the relative number of the shares of Capital Stock held by each
such Person.
Section 6.9 Exceptions .
6.9.1 Subject to Section 6.2.1(c) of this Article VI, the Board of Directors, in its sole discretion, may exempt (prospectively or
retroactively) a Person from the limitation on a Person Beneficially Owning shares of Capital Stock in excess of the Aggregate Stock Ownership
Limit or Common Stock in excess of the Common Stock Ownership Limit, as set forth in Section 6.2.1(a) of this Article VI, if the Board
determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Capital Stock
Ownership Limit and that any such exemption will not cause the Corporation to fail to qualify as a REIT under the Code.
6.9.2 Subject to Section 6.2.1(c) of this Article VI, the Board of Directors, in its sole discretion, may exempt (prospectively or
retroactively) a Person from the limitation on a Person Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit
or Common Stock in excess of the Common Stock Ownership Limit, as set forth in Section 6.2.1(b) of this Article VI, if the Board determines
that such Person does not and will not own, actually or Constructively, an interest in a tenant of the Corporation (or a tenant of any entity
owned in whole or in part by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.8% interest
(as set forth in Section 856(d)(2)(B) of the Code) in such tenant or that any such ownership would not cause the Corporation to fail to qualify
as a REIT under the Code.
20

6.9.3 Subject to Section 6.2.1(c) and the remainder of this Section 6.9.3, the Board of Directors may from time to time increase
the Aggregate Stock Ownership Limit and/or the Common Stock Ownership Limit for one or more Persons and decrease the Aggregate Stock
Ownership Limit and/or the Common Stock Ownership Limit for all other Persons; provided, however, that the decreased Aggregate Stock
Ownership Limit and/or the Common Stock Ownership Limit will not be effective for any Person whose percentage ownership in Capital Stock
or Common Stock, as the case may be, is in excess of such decreased Aggregate Stock Ownership Limit and/or the Common Stock
Ownership Limit until such time as such Person’s percentage of Capital Stock or Common Stock, as the case may be, equals or falls below the
decreased Aggregate Stock Ownership Limit and/or the Common Stock Ownership Limit, but any further acquisition of Capital Stock or
Common Stock, as the case may be, in excess of such percentage ownership of Capital Stock or Common Stock, as the case may be, will be in
violation of the Aggregate Stock Ownership Limit and/or Common Stock Ownership Limit, and, provided further, that the new Aggregate Stock
Ownership Limit and/or Common Stock Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the
outstanding Capital Stock.
6.9.4 In granting a person an exemption under Section 6.9.1 or 6.9.2 above, the Board of Directors may require such Person
to make certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings
(or other action which is contrary to the restrictions contained in Section 6.2 of this Article VI) will result in such Capital Stock being
transferred to a Trust in accordance with Section 6.2.2 of this Article VI. Prior to granting any exception pursuant to Section 6.9.1 or 6.9.2 of
this Article VI, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either case in form and substance
satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the
Corporation’s status as a REIT.
21

Section 6.10 Legends . Each certificate for Common Stock shall bear the following legends:
Restriction on Ownership and Transfer
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A
REAL ESTATE INVESTMENT TRUST (“REIT”) UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S ARTICLES OF
AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK
OF THE CORPORATION IN EXCESS OF 9.8% OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE
CORPORATION AND NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON
STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING
COMMON STOCK OF THE CORPORATION; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL
STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR
OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF
CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER
THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR
CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY
THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (i) OR (ii) IS VIOLATED, THE
SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST
FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES, AND ANY TRANSFER THAT WOULD RESULT IN THE CAPITAL
STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS SHALL BE VOID AB INITIO . IN ADDITION, THE
CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS
SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY
VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED
TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND
THAT ARE DEFINED IN THE CHARTER OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE
CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME
22

TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH
HOLDER OF SHARES OF COMMON STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE
DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.
Section 6.11 Severability . If any provision of this Article VI or any application of any such provision is determined to be invalid by
any federal or state court having jurisdiction over the issues, the validity of the remaining provision shall not be affected and other
applications of such provisions shall be affected only to the extent necessary to comply with the determination of such court.
Section 6.12 NYSE Transactions . Nothing in this Article VI shall preclude the settlement of any transaction entered into through
the facilities of the New York Stock Exchange or any other national securities exchange or automated inter-dealer quotation system. The fact that
the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VI and any transferee in such a
transaction shall be subject to all of the provisions and limitations set forth in this Article VI.
Section 6.13 Enforcement . The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce
the provisions of this Article VI.
Section 6.14 Non-Waiver . No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder
shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived
in writing.
ARTICLE VII
AMENDMENTS AND TRANSACTIONS OUTSIDE THE
ORDINARY COURSE OF BUSINESS
The Corporation reserves the right from time to time to make any amendment to its charter, now or hereafter authorized by law,
including any amendment altering the terms or
23

contract rights, as expressly set forth in the charter, of any shares of outstanding stock. All rights and powers conferred by the charter on
stockholders, directors and officers are granted subject to this reservation. Any amendment to Section 4.8 and to this sentence, shall be valid
only if declared advisable by the Board of Directors and approved by the affirmative vote of two-thirds of all the votes entitled to be cast on
the matter. All other amendments to this charter shall be valid only if declared advisable by the Board of Directors and approved by the
affirmative vote of a majority of all the votes entitled to be cast on the matter. In addition, the Corporation shall not dissolve, merge, sell all or
substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless
declared advisable by the Board of Directors and approved by the affirmative vote of a majority of all votes entitled to be cast on the matter.
ARTICLE VIII LIMITATION OF
LIABILITY
To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a
corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.
Neither the amendment nor repeal of this Article XIII, nor the adoption or amendment of any other provision of the charter or Bylaws
inconsistent with this Article XIII, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.
THIRD : The amendment to and restatement of the charter as hereinabove set forth have been duly advised by the Board of
Directors and approved by the stockholders of the Corporation as required by law. The total number of shares of stock which the Corporation
had authority to issue immediately prior to this amendment and restatement was 100,000,000 shares,consisting solely of 100,000,000 shares of
Common Stock, $.01 par value per share. The aggregate par value of all shares of stock having par value was $1,000,000. The total number of
shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the charter is
120,000,000 shares, consisting of 100,000,000 shares of Common Stock, $.01 par value per share, and 20,000,000 shares of Preferred Stock, $.01
par value per share. The aggregate par value of all authorized shares of stock having par value is $1,200,000.
24

FOURTH : The current address of the principal office of the Corporation is as set forth in Article III of the foregoing amendment and
restatement of the charter.
FIFTH : The name and address of the Corporation’s current resident agent is as set forth in Article III of the foregoing amendment
and restatement of the charter.
SIXTH : The number of directors of the Corporation and the names of those currently in office are as set forth in Article IV of the
foregoing amendment and restatement of the charter.
SEVENTH : The undersigned President acknowledges these Articles of Amendment and Restatement to be the corporate act of the
Corporation and as to all matters or facts required to be verified under oath, the undersigned President acknowledges that to the best of his
knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for
perjury.
(signature page follows)
25

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and
on its behalf by its President and attested to by its Secretary on this 26th day of October, 2004.
ATTEST:
DIGITAL REALTY TRUST, INC.
/s/ Michael F. Foust
By:/s/ Richard A. Magnuson
(SEAL) Michael F. Foust
Richard A. Magnuson
Chief Executive Officer and Secretary
Executive Chairman
26

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 4,140,000 SHARES OF
8.50% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
February 8, 2005
Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “ Department ”) that:
FIRST : Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board of Directors ”) by Article IV of
the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (the “ Charter ”) and Section 2-105 of
the Maryland General Corporation Law (the “ MGCL ”), the Board of Directors, by resolutions duly adopted on January 12, 2005, has authorized
the classification and designation of up to 6,000,000 shares of the authorized but unissued preferred stock of the Company, par value $.01 per
share (“ Preferred Stock ”), as a separate class of Preferred Stock, the issuance of a maximum of 6,000,000 shares of such class of Preferred
Stock, and, pursuant to the powers contained in the Bylaws of the Company and the MGCL, appointed a committee (the “ Committee ”) of the
Board of Directors and delegated to the Committee, to the fullest extent permitted by the MGCL and the Charter and Bylaws of the Company,
among other things, all powers of the Board of Directors with respect to (i) setting the number of shares of the Preferred Stock to be
classified and designated, up to a maximum of 6,000,000 shares of Preferred Stock, (ii) choosing the cumulative dividend percentage for the
Preferred Stock, (iii) selecting the dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price per share for the
Preferred Stock, (v) authorizing, approving and filing these Articles Supplementary with the Department, and (vi) authorizing and approving all
such other actions as the Committee may deem necessary or desirable in connection with the classification, authorization, issuance, offer, and
sale of the Preferred Stock.
SECOND : The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class of
Preferred Stock to be known as the “8.50% Series A Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 8.50% Series A Cumulative Redeemable Preferred Stock, and authorizing the issuance of up
to 4,140,000 shares of 8.50% Series A Cumulative Redeemable Preferred Stock.
THIRD : The designation, number of shares, preferences, rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, terms and conditions of redemption and other terms and conditions of the separate class of Preferred Stock of
the Company designated as 8.50% Series A Cumulative Redeemable Preferred Stock are as follows (the “ Series A Terms ”), which upon any
restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes to
the enumeration or lettering of sections or subsections thereof:
Section 1. Designation and Number . A series of Preferred Stock, designated the “8.50% Series A Cumulative Redeemable Preferred Stock”
(the “ Series A Preferred Stock ”), is hereby established. The number of shares of Series A Preferred Stock shall be 4,140,000.
Section 2. Rank . The Series A Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company, rank: (i) senior to all classes or series of the Company’s common stock, par value $.01 per share (the “
Common Stock ”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding expressly
designated as ranking junior to the Series A Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company; (ii) on parity with any class or series of capital stock of the Company expressly designated as
ranking on parity with the Series A Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or
winding up of the Company; and (iii) junior to any class or series of capital stock of the Company expressly designated as ranking senior to
the Series A Preferred Stock as to dividend rights and rights upon voluntary or

involuntary liquidation, dissolution or winding up of the Company. The term “ capital stock ” does not include convertible debt securities,
which will rank senior to the Series A Preferred Stock prior to conversion.
Section 3. Dividends .
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series A
Preferred Stock as to dividends, the holders of shares of the Series A Preferred Stock shall be entitled to receive, when, as and if authorized
by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends
at the rate of 8.50% per annum of the $25.00 liquidation preference per share of the Series A Preferred Stock (equivalent to the fixed annual
amount of $2.125 per share of the Series A Preferred Stock). Such dividends shall accrue and be cumulative from and including the first date on
which any shares of Series A Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on each Dividend
Payment Date (as defined below), commencing March 31, 2005; provided, however, that if any Dividend Payment Date is not a Business Day
(as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the next
succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or
additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding
Business Day. The amount of any dividend payable on the Series A Preferred Stock for any partial Dividend Period (as defined below) shall
be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record
as they appear in the stockholder records of the Company at the close of business on the applicable Dividend Record Date (as defined below).
Notwithstanding any provision to the contrary contained herein, each outstanding share of Series A Preferred Stock shall be entitled to receive
a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series A Preferred Stock
that is outstanding on such date. “ Dividend Record Date ” shall mean the date designated by the Board of Directors for the payment of
dividends that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “ Dividend Payment Date ” shall
mean the last calendar day of each March, June, September and December, commencing on March 31, 2005. “ Dividend Period ” shall mean the
respective periods commencing on and including the first day of January, April, July and October of each year and ending on and including
the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period, which shall commence on the
Original Issue Date and end on and include March 31, 2005, and other than the Dividend Period during which any shares of Series A Preferred
Stock shall be redeemed pursuant to Section 5, which shall end on and include the day preceding the call date with respect to the shares of
Series A Preferred Stock being redeemed).
The term “ Business Day ” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series A Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared or paid or set apart for payment, and no other distribution of cash
or other property may be declared or made, directly or indirectly, on or with respect to, any shares of Common Stock or shares of any other class
or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series A Preferred Stock (other than a
dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the Series A Preferred
Stock as to dividends and upon liquidation) for any period, nor shall any shares of Common Stock or any other shares of any other class or
series of capital stock of the Company ranking, as to dividends or upon liquidation, on parity with or junior to the Series A Preferred Stock be
redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the
redemption of such shares, and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto
by the Company (except by conversion into or exchange for other shares of any class or series of capital stock of the Company ranking junior
to the Series A Preferred Stock as to dividends and upon liquidation, and except for the acquisition of shares made pursuant to the provisions
of Article VI of the Charter or Section 7 hereof), unless full cumulative dividends on the Series A Preferred Stock for all past

dividend periods and the then current dividend period shall have been or contemporaneously are (i) declared and paid in cash or
(ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series A Preferred
Stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series A Preferred Stock, all
dividends declared upon the Series A Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity
with the Series A Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series A Preferred Stock
and such other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the
Series A Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on
such other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series A Preferred Stock which may be in arrears.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
stock, in excess of full cumulative dividends on the Series A Preferred Stock as provided herein. Any dividend payment made on the Series A
Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remains
payable. Accrued but unpaid distributions on the Series A Preferred Stock will accumulate as of the Dividend Payment Date on which they
first become payable.
Section 4. Liquidation Preference .
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, before any distribution or
payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to
rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, junior to the Series A Preferred
Stock, the holders of shares of Series A Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for
distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of
$25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to but excluding the date of payment. In
the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient
to pay the full amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts
payable on all shares of other classes or series of capital stock of the Company ranking, as to liquidation rights, on parity with the Series A
Preferred Stock in the distribution of assets, then the holders of the Series A Preferred Stock and each such other class or series of shares of
capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series A Preferred Stock shall share ratably in any
such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written
notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Company, stating the payment date or dates when,
and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage
pre-paid, not fewer than 30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series A
Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company. After
payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Stock will have no right or
claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or
entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the affairs of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company
were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series A Preferred
Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption .

(a) Shares of Series A Preferred Stock shall not be redeemable prior to February 9, 2010 except to preserve the status of the Company as a
REIT for United States federal income tax purposes. In addition, the Series A Preferred Stock shall be subject to the provisions of Section 7
pursuant to which Series A Preferred Stock owned by a stockholder in excess of the Ownership Limit shall automatically be transferred to a Trust
for the exclusive benefit of a Charitable Beneficiary.
(b) On and after February 9, 2010, the Company, at its option upon not fewer than 30 or more than 60 days’ written notice, may redeem the
Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of
$25.00 per share, plus all accrued and unpaid dividends (whether or not declared) thereon up to but not including the date fixed for
redemption, without interest, to the extent the Company has funds legally available therefor. If fewer than all of the outstanding shares of
Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as
may be practicable without creating fractional shares) by lot or by any other equitable method determined by the Company that will not result
in a violation of the Ownership Limit. If redemption is to be by lot and, as a result, any holder of shares of Series A Preferred Stock would have
actual ownership, Beneficial Ownership or Constructive Ownership (as defined in Section 7(a)) in excess of the Ownership Limit (as defined in
Section 7(a)), or such other limit as permitted by the Board of Directors or the Committee pursuant to Section 7(i), because such holder’s shares of
Series A Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Company
shall redeem the requisite number of shares of Series A Preferred Stock of such holder such that no holder will hold an amount of Series A
Preferred Stock in excess of the Ownership Limit or such other limit, as applicable, subsequent to such redemption. Holders of Series A
Preferred Stock to be redeemed shall surrender such Series A Preferred Stock at the place designated in such notice and
shall be entitled to the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such redemption following
such surrender. If (i) notice of redemption of any shares of Series A Preferred Stock has been given, (ii) the funds necessary for such
redemption have been set aside by the Company in trust for the benefit of the holders of any shares of Series A Preferred Stock so called for
redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and
after the redemption date, dividends shall cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock
shall no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption
price plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as no dividends are in arrears, nothing
herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part
of the Series A Preferred Stock at such price or prices as the Company may determine, subject to the provisions of applicable law, including
the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(c) In the event of any redemption of the Series A Preferred Stock in order to preserve the status of the Company as a REIT for United
States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5 of
these Articles Supplementary. If the Company calls for redemption any shares of Series A Preferred Stock pursuant to and in accordance with this
Section 5(c), then the redemption price for such shares will be an amount in cash equal to
$25.00 per share together with all accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on all Series A Preferred Stock shall have been or contemporaneously are authorized, declared and paid
in cash, or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then
current dividend period, no shares of Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock
are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred
Stock or any class or series of capital stock of the Company ranking, as to dividends or upon liquidation, on parity with or junior to the Series
A Preferred Stock (except by exchange for shares of capital stock of the Company ranking, as to dividends and upon liquidation, junior to the
Series A Preferred Stock); provided , however , that the foregoing shall not prevent the purchase of Series A Preferred Stock by the Company
in accordance with the terms of Sections 5(c) and 7 of these Articles Supplementary or otherwise in order to ensure that the Company
remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of Series A Preferred Stock pursuant to a
purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred Stock.

(e) Notice of redemption will be given by publication in a newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not fewer than 30 or more than 60 days prior to the redemption date. A similar notice
will be mailed by the Company, postage prepaid, not fewer than 30 or more than 60 days prior to the redemption date, addressed to the
respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the transfer records
of the Company. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series A
Preferred Stock except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by
the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, each such notice shall state: (i)
the redemption date, (ii) the redemption price, (iii) the number of shares of Series A Preferred Stock to be redeemed, (iv) the place or places
where the certificates representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price, (v) that
dividends on the shares of Series A Preferred Stock to be redeemed will cease to accumulate on such redemption date and (vi) that payment of
the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series A Preferred
Stock. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also
specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. Notwithstanding anything else to the contrary
in these Articles Supplementary, the Company shall not be required to provide notice to the holder of Series A Preferred Stock in the event
such holder’s Series A Preferred Stock is redeemed in accordance with Section 7 of these Articles Supplementary to preserve the Company’s
status as a REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series
A Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each
holder of Series A Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end
of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the
Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of
redemption has been given.
(g) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 5 shall be retired and shall be restored
to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class.
(h) The Series A Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided , however , that the Series A Preferred Stock owned by a stockholder in excess of the Ownership Limit shall be subject to the
provisions of this Section 5 and Section 7 of these Articles Supplementary.
Section 6. Voting Rights .
(a) Holders of the Series A Preferred Stock shall not have any voting rights, except as set forth in this Section 6.
(b) Whenever dividends on any shares of Series A Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “ Preferred Dividend Default ”), the holders of such Series A Preferred Stock (voting as a single class with all other
classes or series of preferred stock of the Company upon which like voting rights have been conferred and are exercisable (“ Parity Preferred
”)) shall be entitled to vote for the election of a total of two additional directors of the Company (the “ Preferred Directors ”) until all dividends
accumulated on such Series A Preferred Stock and Parity Preferred for the past dividend periods shall have been fully paid or declared and a sum
sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors will be increased by two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualified or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A)
a special meeting called in accordance with Section 6(d) below if the request is received more than 90 days before the date fixed for the Company’s
next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if

the request is received within 90 days of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each
subsequent annual meeting of stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series A
Preferred Stock and each such class or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series A
Preferred Stock shall be considered timely made if made within two Business Days after the applicable Dividend Payment Date if at the time
of such late payment date there shall not be any prior quarterly dividend periods in respect of which full dividends were not timely made at the
applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series A Preferred Stock and Parity Preferred, a special meeting of the
holders of Series A Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice of such
special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining holders
of the Series A Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of business on
the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders of the
Series A Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be
entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Parity Preferred are entitled by their terms
(excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders of one-third of the Series A
Preferred stock and Parity Preferred voting as a single class then outstanding, present in person or by proxy, will constitute a quorum for the
election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which holders of the Series A Preferred
Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they appear in the transfer records.
At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any applicable law, a majority of the
holders of the Series A Preferred and Parity Preferred voting as a single class present in person or by proxy shall have the power to adjourn the
meeting for the election of the Preferred Directors, without notice other than an announcement at the meeting, until a quorum is present. If a
Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special meeting has been held,
the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such termination to holders of the Series
A Preferred Stock and the Parity Preferred that would have been entitled to vote at such special meeting.
(e) If and when all accumulated dividends on such Series A Preferred Stock and all classes or series of Parity Preferred for the past
dividend periods shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment, the right of the
holders of Series A Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in
the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire
Board of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and
shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series A Preferred Stock and the
Parity Preferred entitled to vote thereon when they have the voting rights set forth in Section 6(b) (voting as a single class). So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding Series A Preferred
Stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of
the Preferred Directors shall be entitled to one vote on any matter.
(f) So long as any shares of Series A Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of
the shares of Series A Preferred Stock and each other class or series of preferred stock ranking on parity with the Series A Preferred Stock
with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company upon
which like voting rights have been conferred outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting as a
single class) will be required to: (i) authorize, create or issue, or increase the authorized or issued amount of, any class or series of capital stock
ranking senior to the Series A Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up of the affairs of the Company or reclassify any authorized shares of capital stock of the Company into such capital stock, or
create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such capital stock; or (ii) amend,
alter or repeal the provisions of the Charter or the

terms of the Series A Preferred Stock, whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or
otherwise (an “ Event ”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series A Preferred
Stock; provided however , with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series A Preferred Stock
remains outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of an Event, the Company
may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences,
privileges or voting power of Series A Preferred Stock, and in such case such holders shall not have any voting rights with respect to the
occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the Series A Preferred Stock receive the greater of the full
trading price of the Series A Preferred Stock on the date of an Event set forth in (ii) above or the $25.00 liquidation preference per share of
the Series A Preferred Stock pursuant to the occurrence of any of the Events set forth in (ii) above, then such holders shall not have any
voting rights with respect to the Events set forth in (ii) above. Holders of shares of Series A Preferred Stock shall not be entitled to vote with
respect to (A) any increase in the total number of authorized shares of Common Stock or Preferred Stock of the Company, or (B) any increase
in the amount of the authorized Series A Preferred Stock or the creation or issuance of any other class or series of capital stock, or (C) any
increase in the number of authorized shares of any other class or series of capital stock, in each case referred to in clause (A), (B) or (C) above
ranking on parity with or junior to the Series A Preferred Stock with respect to the payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up of the Company. Except as set forth herein, holders of the Series A Preferred Stock shall not have any
voting rights with respect to, and the consent of the holders of the Series A Preferred Stock shall not be required for, the taking of any
corporate action, including an Event, regardless of the effect that such corporate action or Event may have upon the powers, preferences,
voting power or other rights or privileges of the Series A Preferred Stock.
(g) The foregoing voting provisions of this Section 6 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series A Preferred Stock shall have been redeemed or called for
redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption.
(h) In any matter in which the Series A Preferred Stock may vote (as expressly provided herein), each share of Series A Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
Section 7. Restrictions on Ownership and Transfer to Preserve Tax Benefit .
(a) Definitions . For the purposes of Section 5 and this Section 7 of these Articles Supplementary, the following terms shall have the
following meanings:
“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article 6 of the Charter.
“ Beneficial Ownership ” shall mean ownership of Series A Preferred Stock by a Person who is or would be treated as an owner
of such Series A Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “ Beneficial Owner ,” “ Beneficially Owns ” and “ Beneficially Owned ”
shall have the correlative meanings.
“ Capital Stock ” has the meaning set forth in Article 6 of the Charter.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 7(c)(vi) of these
Articles Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any
successor provisions thereof as may be adopted from time to time.
“ Constructive Ownership ” shall mean ownership of Series A Preferred Stock by a Person who is or would be treated as an
owner of such Series A Preferred Stock either actually or constructively through the application of Section 318 of the Code, as
modified by Section 856(d)(5) of the Code. The terms “ Constructive Owner ,” “ Constructively Owns ” and “ Constructively Owned ”
shall have the correlative meanings.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust
permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation
within the meaning of Section 509(a) of the Code, provided that a

trust described in Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code shall be excluded from this definition.
“ IRS ” means the United States Internal Revenue Service.
“ Market Price ” shall mean the last reported sales price reported on the New York Stock Exchange of the Series A Preferred Stock
on the trading day immediately preceding the relevant date, or if the Series A Preferred Stock is not then traded on the New York Stock
Exchange, the last reported sales price of the Series A Preferred Stock on the trading day immediately preceding the relevant date as
reported on any exchange or quotation system over which the Series A Preferred Stock may be traded, or if the Series A Preferred
Stock is not then traded over any exchange or quotation system, the market price of the Series A Preferred Stock on the relevant date as
determined in good faith by the Board of Directors of the Company.
“ NYSE ” means the New York Stock Exchange.
“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of
Series A Preferred Stock of the Company. The number and value of shares of outstanding Series A Preferred Stock of the Company
shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified
under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes
described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint
stock company or other entity; but does not include an underwriter acting in a capacity as such in a public offering of shares of
Series A Preferred Stock provided that the ownership of such shares of Series A Preferred Stock by such underwriter would not result in
the Company being “closely held” within the meaning of Section 856(h) of the Code, or otherwise result in the Company failing to qualify
as a REIT.
“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a
transfer to a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported
Record Transferee would have acquired or owned shares of Series A Preferred Stock for another Person who is the beneficial
transferee or beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to
a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series A Preferred Stock if such Transfer
had been valid under Section 7(b)(i) of these Articles Supplementary.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of Directors of the Company
determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series A Preferred Stock as
well as any other event that causes any Person to Beneficially Own or Constructively Own Series A Preferred Stock, including (i)
the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series A Preferred Stock or (ii)
the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series A Preferred
Stock), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or
Constructively (including but not limited to transfers of interests in other entities which result in changes in Beneficial or Constructive
Ownership of Series A Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“ Trust ” shall mean each of the trusts provided for in Section 7(c) of these Articles Supplementary.
“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.

(b) Restriction on Ownership and Transfers .
(i) Prior to the Restriction Termination Date, but subject to Section 7(l):
(A) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Beneficially Own Series A Preferred
Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Capital Stock in excess of the Aggregate
Stock Ownership Limit;
(B) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Constructively Own Series A Preferred
Stock in excess of the Ownership Limit and (2) no Person shall Constructively own shares of Capital Stock in excess of the Aggregate
Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series A Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely
held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that
is described in Section 856(d)(2)(B) of the Code if the income derived by the Company (either directly or indirectly through one or
more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section
856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series A Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, (i) then that
number of shares of Series A Preferred Stock that otherwise would cause such Person to violate Section 7(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 7(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (ii) if, for any reason, the transfer to the
Trust described in clause (i) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or
Constructively Owning Series A Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series A Preferred Stock that otherwise would cause any Person to violate Section 7(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 7(l) and prior to the Restriction Termination Date, any Transfer of Series A Preferred Stock that, if effective,
would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to any rules
of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series A Preferred Stock.
(c) Transfers of Series A Preferred Stock in Trust .
(i) Upon any purported Transfer or other event described in Section 7(b)(ii) of these Articles Supplementary, such Series A
Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one
or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 7(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 7(c)(vi) of these Articles Supplementary.
(ii) Series A Preferred Stock held by the Trustee shall be issued and outstanding Series A Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series A Preferred Stock held by the
Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held
in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of
Series A Preferred Stock held in the Trust.

(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series A Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series A Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series A Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have
no voting rights with respect to the Series A Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the Series
A Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as
void any vote cast by a Purported Record Transferee with respect to such Series A Preferred Stock prior to the discovery by the Company that
the Series A Preferred Stock has been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee
acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible corporate action,
then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles
Supplementary to the contrary, until the Company has received notification that the Series A Preferred Stock has been transferred into a Trust,
the Company shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders
entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.
(iv) Within twenty (20) days of receiving notice from the Company that shares of Series A Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series A Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series A Preferred Stock will not violate the ownership limitations set forth in Section 7(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series A Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 7(c)(iv). The Purported
Record Transferee shall receive the lesser of (i) the price paid by the Purported Record Transferee for the shares of Series A Preferred Stock in
the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase
of such shares of Series A Preferred Stock at Market Price, the Market Price of such shares of Series A Preferred Stock on the day of the event
which resulted in the transfer of such shares of Series A Preferred Stock to the Trust) and (ii) the price per share received by the Trustee (net
of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series A Preferred Stock held in the Trust.
The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions which have
been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to Section 7(c)(iii).
Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the Charitable
Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of such Series A
Preferred Stock have been transferred to the Trustee, such shares of Series A Preferred Stock are sold by a Purported Record Transferee then
(i) such shares of Series A Preferred Stock shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Purported
Record Transferee received an amount for such shares of Series A Preferred Stock that exceeds the amount that such Purported Record
Transferee was entitled to receive pursuant to this Section 7(c)(iv), such excess shall be paid to the Trustee upon demand.
(v) Series A Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per share equal to the lesser of (i) the price paid by the Purported Record Transferee for the shares of Series A Preferred
Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series A Preferred Stock at Market Price, the Market Price of such shares of Series A Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series A Preferred Stock to the Trust) and (ii) the Market Price on the date the
Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the
amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record
Transferee to the Trustee pursuant to Section 7(c)(iii). The Company shall have the right to accept such offer until the Trustee has sold the
shares of Series A Preferred Stock held in the Trust pursuant to Section 7(c)(iv). Upon such a sale to the Company, the interest of the
Charitable Beneficiary in the shares of Series A Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the
sale to the Purported Record Transferee and

any dividends or other distributions held by the Trustee with respect to such Series A Preferred Stock shall thereupon be paid to the Charitable
Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series A Preferred Stock held in the Trust would not violate the restrictions set forth in
Section 7(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach . If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 7(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series A Preferred Stock of the Company in violation of Section
7(b) of these Articles Supplementary, the Board of Directors or the Committee or other designees if permitted by the MGCL shall take such
action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem
shares of Series A Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin
such Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or
Beneficial Ownership) in violation of Section 7(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as
described in Section 7(b)(ii) and any Transfer in violation of Section 7(b)(iii) shall automatically be void ab initio irrespective of any action (or
non-action) by the Board of Directors.
(e) Notice of Restricted Transfer . Any Person who acquires or attempts to acquire shares of Series A Preferred Stock in violation of
Section 7(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust
results under Section 7(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall
provide to the Company such other information as the Company may request in order to determine the effect, if any of such Transfer or
attempted Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information . Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial
Owner or Constructive Owner of Series A Preferred Stock and each Person (including the stockholder of record) who is holding Series A
Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that the
Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited . Nothing contained in these Articles Supplementary (but subject to Section 7(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and the
interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 7 of these Articles Supplementary,
including any definition contained in Section 7(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 7 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 7(l) of these Articles
Supplementary). In the event Section 7 requires an action by the Board of Directors and these Articles Supplementary fail to provide specific
guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action
is not contrary to the provisions of Section 7. Absent a decision to the contrary by the Board of Directors (which the Board of Directors may
make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 7(b)) acquired Beneficial or
Constructive Ownership of Series A Preferred Stock in violation of Section 7(b)(i), such remedies (as applicable) shall apply first to the shares
of Series A Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Series A
Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by
such Person, pro rata among the Persons who actually own such shares of Series A Preferred Stock based upon the relative number of the
shares of Series A Preferred Stock held by each such Person.
(i)Exceptions .

(i) Subject to Section 7(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series A Preferred Stock in violation of Section 7(b)(i)(A) if the Board of
Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate
Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 7(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Constructively Owning Series A Preferred Stock in violation of Section 7(b) (i)(B), if the Board of Directors
determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii) Subject to Section 7(b)(i)(C) and the remainder of this Section 7(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided , however , that the decreased Ownership Limit will not be effective for any Person whose percentage
ownership of Series A Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person’s percentage of Series A
Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series A Preferred Stock in excess of such
percentage ownership of Series A Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new Ownership
Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the Company.
(iv) In granting a person an exemption under Section 7(i)(i) or (ii) above, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or other
action which is contrary to the restrictions contained in Section 7(b) of these Articles Supplementary) will result in such Series A Preferred
Stock being transferred to a Trust in accordance with Section 7(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
7(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either case
in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine
or ensure the Company’s status as a REIT.
(j)Legends . Each certificate for Series A Preferred Stock shall bear substantially the following legends in addition to any legends required
to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK
AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF
SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND
CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE
AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS AND SERIES, (i) THE DIFFERENCES IN
THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE
AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS
FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer

“THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF
ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OWN SHARES OF THE
COMPANY’S SERIES A PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE
RESTRICTIVE) OF THE OUTSTANDING SERIES A PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S SERIES A PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY
NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES A PREFERRED STOCK OF THE
COMPANY; (iii) NO PERSON MAY BENEFICIALLY OWN SHARES OF THE COMPANY’S CAPITAL STOCK WITH A VALUE IN
EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iv) NO PERSON MAY BENEFICIALLY OR
CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE
COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING
“CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A
REIT; AND (v) NO PERSON MAY TRANSFER SERIES A PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE
CAPITAL STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR
CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK
WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES A PREFERRED STOCK IN
EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON
TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES A PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH
RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR
MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND
CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS
DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE.
FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE
RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE
ARTICLES SUPPLEMENTARY FOR THE SERIES A PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN
SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING
THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES A PREFERRED
STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE
COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability . If any provision of this Section 7 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE . Nothing in this Section 7 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series A Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 7 after
such settlement.
(m)Applicability of Section 7 . The provisions set forth in this Section 7 shall apply to the Series A Preferred Stock notwithstanding any
contrary provisions of the Series A Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 8. No Conversion Rights . The shares of Series A Preferred Stock shall not be convertible into or exchangeable for any other
property or securities of the Company or any other entity.

Section 9. Record Holders . The Company and the Transfer Agent may deem and treat the record holder of any Series A Preferred Stock
as the true and lawful owner thereof for all purposes, and neither the Company nor the Transfer Agent shall be affected by any notice to the
contrary.
Section 10. No Maturity or Sinking Fund . The Series A Preferred Stock has no maturity date, and no sinking fund has been established
for the retirement or redemption of Series A Preferred Stock.
Section 11. Exclusion of Other Rights . The Series A Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
Section 12. Headings of Subdivisions . The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
Section 13. Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock set forth in the Charter and these
Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other
preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of
redemption of Series A Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision
thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications or terms or conditions of redemption of the Series A Preferred Stock herein set forth shall be
deemed dependent upon any other provision thereof unless so expressed therein.
Section 14. No Preemptive Rights . No holder of Series A Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH : The Series A Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.
FIFTH : These Articles Supplementary have been approved by the Board in the manner and by the vote required by law. SIXTH :
These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of
Maryland accepts these Articles Supplementary for record.
SEVENTH : The undersigned Chief Executive Officer of the Company acknowledges these Articles Supplementary to be the corporate act of
the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to
the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made
under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf
by its Chief Executive Officer and attested to by its Chief Financial Officer, Chief Investment Officer and Secretary as of the date first written
above.
[SEAL]
ATTEST:
/s/ A. William Stein
A. William Stein
Chief Financial Officer,
Chief Investment Officer and Secretary
DIGITAL REALTY TRUST, INC.
By:/s/ Michael F. Foust
Michael F. Foust
Chief Executive Officer

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 2,530,000 SHARES OF
7.875% SERIES B CUMULATIVE REDEEMABLE PREFERRED STOCK JULY 25, 2005
Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “ Department ”) that:
FIRST : Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board of Directors ”) by Article IV of
the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (the “ Charter ”) and Section 2-105 of
the Maryland General Corporation Law (the “ MGCL ”), the Board of Directors, by resolutions duly adopted on June 21, 2005, has authorized
the classification and designation of up to 3,600,000 shares (plus up to an additional 15% to cover any underwriter over-allotment option) of
the authorized but unissued preferred stock of the Company, par value
$.01 per share (“ Preferred Stock ”), as a separate class of Preferred Stock, the issuance of a maximum of 3,600,000 shares (plus up to an
additional 15% to cover any underwriter over-allotment option) of such class of Preferred Stock, and, pursuant to the powers contained in the
Bylaws of the Company and the MGCL, appointed a committee (the “ Committee ”) of the Board of Directors and delegated to the Committee,
to the fullest extent permitted by the MGCL and the Charter and Bylaws of the Company, among other things, all powers of the Board of
Directors with respect to (i) setting the number of shares of the Preferred Stock to be classified and designated, up to a maximum of 3,600,000
shares (plus up to an additional 15% to cover any underwriter over-allotment option) of Preferred Stock, (ii) choosing the cumulative dividend
percentage for the Preferred Stock, (iii) selecting the dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price per
share for the Preferred Stock, (v) authorizing, approving and filing these Articles Supplementary with the Department, and (vi) authorizing
and approving all such other actions as the Committee may deem necessary or desirable in connection with the classification, authorization,
issuance, offer, and sale of the Preferred Stock.
SECOND : The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class of
Preferred Stock to be known as the “7.875% Series B Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 7.875% Series B Cumulative Redeemable Preferred Stock, and authorizing the issuance of up
to 2,530,000 shares of 7.875% Series B Cumulative Redeemable Preferred Stock.
THIRD : The designation, number of shares, preferences, rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, terms and conditions of redemption and other terms and conditions of the separate class of Preferred Stock of the
Company designated as 7.875% Series B Cumulative Redeemable Preferred Stock are as follows (the “ Series B Terms ”), which upon any
restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes to
the enumeration or lettering of sections or subsections thereof:
Section 1. Designation and Number . A series of Preferred Stock, designated the “7.875% Series B Cumulative Redeemable Preferred
Stock” (the “ Series B Preferred Stock ”), is hereby established. The number of shares of Series B Preferred Stock shall be 2,530,000.
Section 2. Rank . The Series B Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company, rank: (i) senior to all classes or series of the Company’s common stock, par value $.01 per share (the “
Common Stock ”), and all classes or series of

capital stock of the Company now or hereafter authorized, issued or outstanding expressly designated as ranking junior to the Series B
Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company; (ii) on
parity with Series A Cumulative Redeemable Preferred Stock of the Company and with any class or series of capital stock of the Company
expressly designated as ranking on parity with the Series B Preferred Stock as to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company; and (iii) junior to any class or series of capital stock of the Company expressly
designated as ranking senior to the Series B Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company. The term “ capital stock ” does not include convertible debt securities, which will rank senior to
the Series B Preferred Stock prior to conversion.
Section 3. Dividends .
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series B
Preferred Stock as to dividends, the holders of shares of the Series B Preferred Stock shall be entitled to receive, when, as and if authorized by
the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at
the rate of 7.875% per annum of the $25.00 liquidation preference per share of the Series B Preferred Stock (equivalent to the fixed annual
amount of $1.96875 per share of the Series B Preferred Stock). Such dividends shall accrue and be cumulative from and including the first date
on which any shares of Series B Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing September 30, 2005; provided, however, that if any Dividend Payment Date is not a
Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on
the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on
the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no
interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next
succeeding Business Day. The amount of any dividend payable on the Series B Preferred Stock for any partial Dividend Period (as defined
below) shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to
holders of record as they appear in the stockholder records of the Company at the close of business on the applicable Dividend Record Date
(as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share of Series B Preferred Stock shall
be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of
Series B Preferred Stock that is outstanding on such date. “ Dividend Record Date ” shall mean the date designated by the Board of Directors
for the payment of dividends that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “ Dividend
Payment Date ” shall mean the last calendar day of each March, June, September and December, commencing on September 30, 2005. “
Dividend Period ” shall mean the respective periods commencing on and including the first day of January, April, July and October of each
year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend
Period, which shall commence on the Original Issue Date and end on and include September 30, 2005, and other than the Dividend Period during
which any shares of Series B Preferred Stock shall be redeemed pursuant to Section 5, which shall end on and include the day preceding the
call date with respect to the shares of Series B Preferred Stock being redeemed).
The term “ Business Day ” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series B Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared or paid or set apart for payment, and no other distribution of cash
or other property may be declared or made, directly or indirectly, on or with respect to, any shares of Common Stock or shares of any other class
or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series B Preferred Stock (other than a
dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the Series B Preferred
Stock as to dividends and

upon liquidation) for any period, nor shall any shares of Common Stock or any other shares of any other class or series of capital stock of the
Company ranking, as to dividends or upon liquidation, on parity with or junior to the Series B Preferred Stock be redeemed, purchased or
otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of such shares,
and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Company (except by
conversion into or exchange for other shares of any class or series of capital stock of the Company ranking junior to the Series B Preferred
Stock as to dividends and upon liquidation, and except for the acquisition of shares made pursuant to the provisions of Article VI of the
Charter or Section 7 hereof), unless full cumulative dividends on the Series B Preferred Stock for all past dividend periods shall have been or
contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such
payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series B Preferred
Stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series B Preferred Stock, all
dividends declared upon the Series B Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity
with the Series B Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series B Preferred Stock
and such other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the
Series B Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on
such other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series B Preferred Stock which may be in arrears.
(e) Holders of shares of Series B Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
stock, in excess of full cumulative dividends on the Series B Preferred Stock as provided herein. Any dividend payment made on the Series B
Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remains
payable. Accrued but unpaid distributions on the Series B Preferred Stock will accumulate as of the Dividend Payment Date on which they
first become payable.
Section 4. Liquidation Preference .
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, before any distribution or
payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to
rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, junior to the Series B Preferred
Stock, the holders of shares of Series B Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for
distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of
$25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to but excluding the date of payment. In
the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient
to pay the full amount of the liquidating distributions on all outstanding shares of Series B Preferred Stock and the corresponding amounts
payable on all shares of other classes or series of capital stock of the Company ranking, as to liquidation rights, on parity with the Series B
Preferred Stock in the distribution of assets, then the holders of the Series B Preferred Stock and each such other class or series of shares of
capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series B Preferred Stock shall share ratably in any
such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written
notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Company, stating the payment date or dates when,
and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage
pre-paid, not fewer than 30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series B
Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company. After
payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or
claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or
entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the affairs of the Company.

(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company
were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series B
Preferred Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption .
(a) Shares of Series B Preferred Stock shall not be redeemable prior to July 26, 2010 except to preserve the status of the Company as a REIT
for United States federal income tax purposes. In addition, the Series B Preferred Stock shall be subject to the provisions of Section 7 pursuant to
which Series B Preferred Stock owned by a stockholder in excess of the Ownership Limit shall automatically be transferred to a Trust for the
exclusive benefit of a Charitable Beneficiary.
(b) On and after July 26, 2010, the Company, at its option upon not fewer than 30 or more than 60 days’ written notice, may redeem the Series
B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and
unpaid dividends (whether or not declared) thereon up to but not including the date fixed for redemption, without interest, to the extent the
Company has funds legally available therefor. If fewer than all of the outstanding shares of Series B Preferred Stock are to be redeemed, the
shares of Series B Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares)
by lot or by any other equitable method determined by the Company that will not result in a violation of the Ownership Limit. If redemption is
to be by lot and, as a result, any holder of shares of Series B Preferred Stock would have actual ownership, Beneficial Ownership or Constructive
Ownership (as defined in Section 7(a)) in excess of the Ownership Limit (as defined in Section 7(a)), or such other limit as permitted by the
Board of Directors or the Committee pursuant to Section 7(i), because such holder’s shares of Series B Preferred Stock were not redeemed, or
were only redeemed in part, then, except as otherwise provided in the Charter, the Company shall redeem the requisite number of shares of
Series B Preferred Stock of such holder such that no holder will hold an amount of Series B Preferred Stock in excess of the Ownership Limit
or such other limit, as applicable, subsequent to such redemption. Holders of Series B Preferred Stock to be redeemed shall surrender such
Series B Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25.00 per share and any
accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series B
Preferred Stock has been given, (ii) the funds necessary for such redemption have been set aside by the Company in trust for the benefit of the
holders of any shares of Series B Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given to pay the
redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such
shares of Series B Preferred Stock, such shares of Series B Preferred Stock shall no longer be deemed outstanding, and all rights of the
holders of such shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon
such redemption, without interest. So long as no dividends are in arrears, nothing herein shall prevent or restrict the Company’s right or
ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series B Preferred Stock at such price or prices as
the Company may determine, subject to the provisions of applicable law, including the repurchase of shares of Series B Preferred Stock in
open-market transactions duly authorized by the Board of Directors.
(c) In the event of any redemption of the Series B Preferred Stock in order to preserve the status of the Company as a REIT for United
States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5 of
these Articles Supplementary. If the Company calls for redemption any shares of Series B Preferred Stock pursuant to and in accordance with this
Section 5(c), then the redemption price for such shares will be an amount in cash equal to
$25.00 per share together with all accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on all Series B Preferred Stock shall have been or contemporaneously are authorized, declared and
paid in cash, or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods, no shares
of Series B Preferred Stock shall be redeemed unless all outstanding

shares of Series B Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly or indirectly
any shares of Series B Preferred Stock or any class or series of capital stock of the Company ranking, as to dividends or upon liquidation, on
parity with or junior to the Series B Preferred Stock (except by exchange for shares of capital stock of the Company ranking, as to dividends and
upon liquidation, junior to the Series B Preferred Stock); provided , however , that the foregoing shall not prevent the purchase of Series B
Preferred Stock by the Company in accordance with the terms of Sections 5(c) and 7 of these Articles Supplementary or otherwise in order to
ensure that the Company remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of Series B
Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred
Stock.
(e) Notice of redemption will be given by publication in a newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not fewer than 30 or more than 60 days prior to the redemption date. A similar notice
will be mailed by the Company, postage prepaid, not fewer than 30 or more than 60 days prior to the redemption date, addressed to the
respective holders of record of the Series B Preferred Stock to be redeemed at their respective addresses as they appear on the transfer records
of the Company. No failure to give or defect in such notice shall affect the validity of the proceedings for the redemption of any Series B
Preferred Stock except as to the holder to whom such notice was defective or not given. In addition to any information required by law or by
the applicable rules of any exchange upon which the Series B Preferred Stock may be listed or admitted to trading, each such notice shall state: (i)
the redemption date, (ii) the redemption price, (iii) the number of shares of Series B Preferred Stock to be redeemed, (iv) the place or places
where the certificates representing shares of Series B Preferred Stock are to be surrendered for payment of the redemption price, (v) that
dividends on the shares of Series B Preferred Stock to be redeemed will cease to accumulate on such redemption date and (vi) that payment of
the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series B Preferred
Stock. If fewer than all of the shares of Series B Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also
specify the number of shares of Series B Preferred Stock held by such holder to be redeemed. Notwithstanding anything else to the contrary
in these Articles Supplementary, the Company shall not be required to provide notice to the holder of Series B Preferred Stock in the event
such holder’s Series B Preferred Stock is redeemed in accordance with Section 7 of these Articles Supplementary to preserve the Company’s
status as a REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series
B Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each
holder of Series B Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end
of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the
Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series B Preferred Stock for which a notice of
redemption has been given.
(g) All shares of the Series B Preferred Stock redeemed or repurchased pursuant to this Section 5 shall be retired and shall be restored to
the status of authorized but unissued shares of Preferred Stock, without designation as to series or class.
(h) The Series B Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided , however , that the Series B Preferred Stock owned by a stockholder in excess of the Ownership Limit shall be subject to the
provisions of this Section 5 and Section 7 of these Articles Supplementary.
Section 6. Voting Rights .
(a) Holders of the Series B Preferred Stock shall not have any voting rights, except as set forth in this Section 6.
(b) Whenever dividends on any shares of Series B Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “ Preferred Dividend Default ”), the holders of such Series B Preferred Stock (voting as a single class with all other classes
or series of preferred stock of the Company upon

which like voting rights have been conferred and are exercisable (“ Parity Preferred ”), including the Series A Cumulative Redeemable
Preferred Stock of the Company) shall be entitled to vote for the election of a total of two additional directors of the Company (the “ Preferred
Directors ”) until all dividends accumulated on such Series B Preferred Stock and Parity Preferred for the past dividend periods shall have been
fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors will be
increased by two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualified or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A)
a special meeting called in accordance with Section 6(d) below if the request is received more than 90 days before the date fixed for the Company’s
next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days
of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of
stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series B Preferred Stock and each such class
or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series B Preferred Stock shall be considered timely
made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be
any prior quarterly dividend periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series B Preferred Stock and Parity Preferred, a special meeting of
the holders of Series B Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice
of such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining
holders of the Series B Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of
business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders
of the Series B Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be
entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series B Preferred Stock and Parity
Preferred are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or
holders of one-third of the Series B Preferred stock and Parity Preferred voting as a single class then outstanding, present in person or by
proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which
holders of the Series B Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they
appear in the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any
applicable law, a majority of the holders of the Series B Preferred and Parity Preferred voting as a single class present in person or by proxy
shall have the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the
meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but
before such special meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice
of such termination to holders of the Series B Preferred Stock and the Parity Preferred that would have been entitled to vote at such special
meeting.
(e) If and when all accumulated dividends on such Series B Preferred Stock and all classes or series of Parity Preferred for the past
dividend periods shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment, the right of the
holders of Series B Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in
the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire
Board of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and
shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series B Preferred Stock and the
Parity Preferred entitled to vote thereon when they have the voting rights set forth in Section 6(b) (voting as a single class). So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a

Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the
holders of record of a majority of the outstanding Series B Preferred Stock when they have the voting rights described above (voting as a
single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be entitled to one vote on any matter.
(f) So long as any shares of Series B Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of
the shares of Series B Preferred Stock and each other class or series of preferred stock ranking on parity with the Series B Preferred Stock
with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company upon
which like voting rights have been conferred outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting as a
single class) will be required to: (i) authorize, create or issue, or increase the authorized or issued amount of, any class or series of capital stock
ranking senior to the Series B Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up of the affairs of the Company or reclassify any authorized shares of capital stock of the Company into such capital stock, or
create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such capital stock; or (ii) amend,
alter or repeal the provisions of the Charter or the terms of the Series B Preferred Stock, whether by merger, consolidation, transfer or
conveyance of all or substantially all of its assets or otherwise (an “ Event ”), so as to materially and adversely affect any right, preference,
privilege or voting power of the Series B Preferred Stock; provided however , with respect to the occurrence of any of the Events set forth in
(ii) above, so long as the Series B Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that,
upon the occurrence of an Event, the Company may not be the surviving entity, the occurrence of such Event shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting power of Series B Preferred Stock, and in such case such
holders shall not have any voting rights with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders
of the Series B Preferred Stock receive the greater of the full trading price of the Series B Preferred Stock on the date of an Event set forth in (ii)
above or the $25.00 liquidation preference per share of the Series B Preferred Stock pursuant to the occurrence of any of the Events set forth in
(ii) above, then such holders shall not have any voting rights with respect to the Events set forth in (ii) above. Holders of shares of Series B
Preferred Stock shall not be entitled to vote with respect to (A) any increase in the total number of authorized shares of Common Stock or
Preferred Stock of the Company, or (B) any increase in the amount of the authorized Series B Preferred Stock or the creation or issuance of any
other class or series of capital stock, or (C) any increase in the number of authorized shares of any other class or series of capital stock, in
each case referred to in clause (A), (B) or (C) above ranking on parity with or junior to the Series B Preferred Stock with respect to the payment
of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company. Except as set forth herein, holders of
the Series B Preferred Stock shall not have any voting rights with respect to, and the consent of the holders of the Series B Preferred Stock
shall not be required for, the taking of any corporate action, including an Event, regardless of the effect that such corporate action or Event
may have upon the powers, preferences, voting power or other rights or privileges of the Series B Preferred Stock.
(g) The foregoing voting provisions of this Section 6 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series B Preferred Stock shall have been redeemed or called for
redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption.
(h) In any matter in which the Series B Preferred Stock may vote (as expressly provided herein), each share of Series B Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
Section 7. Restrictions on Ownership and Transfer to Preserve Tax Benefit .
(a) Definitions . For the purposes of Section 5 and this Section 7 of these Articles Supplementary, the following terms shall have the
following meanings:
“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article 6 of the Charter.
“ Beneficial Ownership ” shall mean ownership of Series B Preferred Stock by a Person who is or would be treated as an owner of
such Series B Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “ Beneficial Owner ,” “ Beneficially Owns ” and “ Beneficially Owned ” shall
have the correlative meanings.

“ Capital Stock ” has the meaning set forth in Article 6 of the Charter.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 7(c)(vi) of these Articles
Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)
(3) of the Code.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any successor
provisions thereof as may be adopted from time to time.
“ Constructive Ownership ” shall mean ownership of Series B Preferred Stock by a Person who is or would be treated as an owner
of such Series B Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by
Section 856(d)(5) of the Code. The terms “ Constructive Owner ,” “ Constructively Owns ” and “ Constructively Owned ” shall have the
correlative meanings.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the
meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from tax under Section
501(a) of the Code shall be excluded from this definition.
“ IRS ” means the United States Internal Revenue Service.
“ Market Price ” shall mean the last reported sales price reported on the NYSE of the Series B Preferred Stock on the trading day
immediately preceding the relevant date, or if the Series B Preferred Stock is not then traded on the NYSE, the last reported sales price of
the Series B Preferred Stock on the trading day immediately preceding the relevant date as reported on any exchange or quotation
system over which the Series B Preferred Stock may be traded, or if the Series B Preferred Stock is not then traded over any exchange or
quotation system, the market price of the Series B Preferred Stock on the relevant date as determined in good faith by the Board of
Directors of the Company.
“ NYSE ” means the New York Stock Exchange.
“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Series
B Preferred Stock of the Company. The number and value of shares of outstanding Series B Preferred Stock of the Company shall be
determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under
Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described
in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or
other entity; but does not include an underwriter acting in a capacity as such in a public offering of shares of Series B Preferred Stock
provided that the ownership of such shares of Series B Preferred Stock by such underwriter would not result in the Company being
“closely held” within the meaning of Section 856(h) of the Code, or otherwise result in the Company failing to qualify as a REIT.
“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to
a Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported Record
Transferee would have acquired or owned shares of Series B Preferred Stock for another Person who is the beneficial transferee or
beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series B Preferred Stock if such Transfer had
been valid under Section 7(b)(i) of these Articles Supplementary.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.

“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of Directors of the Company
determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series B Preferred Stock as well
as any other event that causes any Person to Beneficially Own or Constructively Own Series B Preferred Stock, including (i) the
granting of any option or entering into any agreement for the sale, transfer or other disposition of Series B Preferred Stock or (ii) the
sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series B Preferred Stock),
whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively
(including but not limited to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of
Series B Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“ Trust ” shall mean each of the trusts provided for in Section 7(c) of these Articles Supplementary.
“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers .
(i) Prior to the Restriction Termination Date, but subject to Section 7(l):
(A) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Beneficially Own Series B Preferred
Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Capital Stock in excess of the Aggregate
Stock Ownership Limit;
(B) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Constructively Own Series B Preferred
Stock in excess of the Ownership Limit and (2) no Person shall Constructively own shares of Capital Stock in excess of the Aggregate
Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series B Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely
held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that
is described in Section 856(d)(2)(B) of the Code if the income derived by the Company (either directly or indirectly through one or
more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section
856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series B Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, (i) then that
number of shares of Series B Preferred Stock that otherwise would cause such Person to violate Section 7(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 7(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (ii) if, for any reason, the transfer to the
Trust described in clause (i) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or
Constructively Owning Series B Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series B Preferred Stock that otherwise would cause any Person to violate Section 7(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 7(l) and prior to the Restriction Termination Date, any Transfer of Series B Preferred Stock that, if effective,
would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to any rules
of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series B Preferred Stock.
(c) Transfers of Series B Preferred Stock in Trust .

(i) Upon any purported Transfer or other event described in Section 7(b)(ii) of these Articles Supplementary, such Series B
Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one
or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 7(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 7(c)(vi) of these Articles Supplementary.
(ii) Series B Preferred Stock held by the Trustee shall be issued and outstanding Series B Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series B Preferred Stock held by the
Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held
in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of
Series B Preferred Stock held in the Trust.
(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series B Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series B Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series B Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have
no voting rights with respect to the Series B Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the Series
B Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as
void any vote cast by a Purported Record Transferee with respect to such Series B Preferred Stock prior to the discovery by the Company that the
Series B Preferred Stock has been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting
for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible corporate action, then the
Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles Supplementary to
the contrary, until the Company has received notification that the Series B Preferred Stock has been transferred into a Trust, the Company
shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at
meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.
(iv) Within twenty (20) days of receiving notice from the Company that shares of Series B Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series B Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series B Preferred Stock will not violate the ownership limitations set forth in Section 7(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series B Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 7(c)(iv). The Purported
Record Transferee shall receive the lesser of (i) the price paid by the Purported Record Transferee for the shares of Series B Preferred Stock in
the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase
of such shares of Series B Preferred Stock at Market Price, the Market Price of such shares of Series B Preferred Stock on the day of the event
which resulted in the transfer of such shares of Series B Preferred Stock to the Trust) and (ii) the price per share received by the Trustee (net
of
any commissions and other expenses of sale)from the sale or other disposition of the shares of Series B Preferred Stock held in the Trust. The
Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions which have been
paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to Section 7(c)(iii). Any
net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the Charitable Beneficiary
together with any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of such Series B Preferred
Stock have been transferred to the Trustee, such shares of Series B Preferred Stock are sold by a Purported Record Transferee then (i) such
shares of Series B Preferred Stock shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Purported Record
Transferee received an amount for such shares of Series B Preferred Stock that exceeds the

amount that such Purported Record Transferee was entitled to receive pursuant to this Section 7(c)(iv), such excess shall be paid to the Trustee
upon demand.
(v) Series B Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee,
at a price per share equal to the lesser of (i) the price paid by the Purported Record Transferee for the shares of Series B Preferred Stock in the
transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase of
such shares of Series B Preferred Stock at Market Price, the Market Price of such shares of Series B Preferred Stock on the day of the event
which resulted in the transfer of such shares of Series B Preferred Stock to the Trust) and (ii) the Market Price on the date the Company, or
its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the amount of
dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the
Trustee pursuant to Section 7(c)(iii). The Company shall have the right to accept such offer until the Trustee has sold the shares of Series B
Preferred Stock held in the Trust pursuant to Section 7(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in
the shares of Series B Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported
Record Transferee and any dividends or other distributions held by the Trustee with respect to such Series B Preferred Stock shall thereupon
be paid to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series B Preferred Stock held in the Trust would not violate the restrictions set forth in
Section 7(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach . If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 7(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series B Preferred Stock of the Company in violation of Section
7(b) of these Articles Supplementary, the Board of Directors or the Committee or other designees if permitted by the MGCL shall take such
action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem
shares of Series B Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin
such Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or
Beneficial Ownership) in violation of Section 7(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as
described in Section 7(b)(ii) and any Transfer in violation of Section 7(b)(iii) shall automatically be void ab initio irrespective of any action (or
non-action) by the Board of Directors.
(e) Notice of Restricted Transfer . Any Person who acquires or attempts to acquire shares of Series B Preferred Stock in violation of
Section 7(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust
results under Section 7(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall
provide to the Company such other information as the Company may request in order to determine the effect, if any of such Transfer or
attempted Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information . Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial
Owner or Constructive Owner of Series B Preferred Stock and each Person (including the stockholder of record) who is holding Series B
Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that the
Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited . Nothing contained in these Articles Supplementary (but subject to Section 7(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and the
interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 7 of these Articles
Supplementary, including any definition contained in Section 7(a), the Board of Directors shall have the power

to determine the application of the provisions of this Section 7 with respect to any situation based on the facts known to it (subject, however,
to the provisions of Section 7(l) of these Articles Supplementary). In the event Section 7 requires an action by the Board of Directors and
these Articles Supplementary fail to provide specific guidance with respect to such action, the Board of Directors shall have the power to
determine the action to be taken so long as such action is not contrary to the provisions of Section 7. Absent a decision to the contrary by the
Board of Directors (which the Board of Directors may make in its sole and absolute discretion), if a Person would have (but for the remedies set
forth in Section 7(b)) acquired Beneficial or Constructive Ownership of Series B Preferred Stock in violation of Section 7(b)(i), such remedies (as
applicable) shall apply first to the shares of Series B Preferred Stock which, but for such remedies, would have been actually owned by such
Person, and second to shares of Series B Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively
Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Series B Preferred Stock
based upon the relative number of the shares of Series B Preferred Stock held by each such Person.
(i)Exceptions .
(i) Subject to Section 7(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series B Preferred Stock in violation of Section 7(b)(i)(A) if the Board of
Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate
Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 7(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Constructively Owning Series B Preferred Stock in violation of Section 7(b) (i)(B), if the Board of Directors
determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii) Subject to Section 7(b)(i)(C) and the remainder of this Section 7(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided , however , that the decreased Ownership Limit will not be effective for any Person whose percentage
ownership of Series B Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person’s percentage of Series B
Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series B Preferred Stock in excess of such
percentage ownership of Series B Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new Ownership
Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the Company.
(iv) In granting a person an exemption under Section 7(i)(i) or (ii) above, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or other
action which is contrary to the restrictions contained in Section 7(b) of these Articles Supplementary) will result in such Series B Preferred
Stock being transferred to a Trust in accordance with Section 7(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
7(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either case
in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine
or ensure the Company’s status as a REIT.
(j)Legends . Each certificate for Series B Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE
THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE
ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS,

PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND
OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS
WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR
SPECIAL CLASS AND SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF
EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY
OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF SERIES B PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF
ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES B PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OWN SHARES OF THE
COMPANY’S SERIES B PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE
RESTRICTIVE) OF THE OUTSTANDING SERIES B PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S SERIES B PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY
NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES B PREFERRED STOCK OF THE
COMPANY; (iii) NO PERSON MAY BENEFICIALLY OWN SHARES OF THE COMPANY’S CAPITAL STOCK WITH A VALUE IN
EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iv) NO PERSON MAY BENEFICIALLY
OR CONSTRUCTIVELY OWN SERIES B PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF
THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING
“CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A
REIT; AND (v) NO PERSON MAY TRANSFER SERIES B PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE
CAPITAL STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR
CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES B PREFERRED STOCK
WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES B PREFERRED STOCK IN
EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY IF ANY OF THE RESTRICTIONS ON
TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES B PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH
RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR
MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND
CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS
DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE.
FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE
RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE
ARTICLES SUPPLEMENTARY FOR THE SERIES B PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN
SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING
THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES B PREFERRED
STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE
COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability . If any provision of this Section 7 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not

be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such
court.
(l)NYSE . Nothing in this Section 7 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series B Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 7 after
such settlement.
(m)Applicability of Section 7 . The provisions set forth in this Section 7 shall apply to the Series B Preferred Stock notwithstanding any
contrary provisions of the Series B Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 8. No Conversion Rights . The shares of Series B Preferred Stock shall not be convertible into or exchangeable for any other
property or securities of the Company or any other entity.
Section 9. Record Holders . The Company and the Transfer Agent may deem and treat the record holder of any Series B Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Company nor the Transfer Agent shall be affected by any notice to the
contrary.
Section 10. No Maturity or Sinking Fund . The Series B Preferred Stock has no maturity date, and no sinking fund has been established
for the retirement or redemption of Series B Preferred Stock.
Section 11. Exclusion of Other Rights . The Series B Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
Section 12. Headings of Subdivisions . The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
Section 13. Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series B Preferred Stock set forth in the Charter and these
Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other
preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of
redemption of Series B Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision
thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications or terms or conditions of redemption of the Series B Preferred Stock herein set forth shall be
deemed dependent upon any other provision thereof unless so expressed therein.
Section 14. No Preemptive Rights . No holder of Series B Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH : The Series B Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.
FIFTH : These Articles Supplementary have been approved by the Board in the manner and by the vote required by law. SIXTH :
These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of
Maryland accepts these Articles Supplementary for record.
SEVENTH : The undersigned Chief Executive Officer of the Company acknowledges these Articles Supplementary to be the corporate act of
the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to
the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made
under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf
by its Chief Executive Officer and attested to by its General Counsel and Assistant Secretary as of the date first written above.
[SEAL]
ATTEST:
/s/ J OSHUA A. M ILLS
Joshua A. Mills General
Counsel and Assistant
Secretary
DIGITAL REALTY TRUST, INC. By:/s/ M
ICHAEL F. F OUST
Michael F. Foust
Chief Executive Officer
Signature Page to Articles Supplementary

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 8,050,000 SHARES OF
4.375% SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK APRIL 9, 2007
Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “ Department ”) that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board of Directors ”) by Article IV of the
Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (the “ Charter ”) and Section 2-105 of
the Maryland General Corporation Law (the “ MGCL ”), the Board of Directors, by resolutions duly adopted on April 2, 2007, has authorized
the classification and designation of up to 8,000,000 shares (plus up to an additional 15% to cover any underwriter over-allotment option) of
the authorized but unissued preferred stock of the Company, par value
$.01 per share (“ Preferred Stock ”), as a separate class of Preferred Stock, the issuance of a maximum of 8,000,000 shares (plus up to an
additional 15% to cover any underwriter over-allotment option) of such class of Preferred Stock, and, pursuant to the powers contained in the
Bylaws of the Company and the MGCL, appointed a committee (the “ Committee ”) of the Board of Directors and delegated to the Committee,
to the fullest extent permitted by the MGCL and the Charter and Bylaws of the Company, among other things, all powers of the Board of
Directors with respect to (i) setting the number of shares of the Preferred Stock to be classified and designated, up to a maximum of 8,000,000
shares (plus up to an additional 15% to cover any underwriter over-allotment option) of Preferred Stock, (ii) choosing the cumulative dividend
percentage for the Preferred Stock, (iii) selecting the dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price per
share for the Preferred Stock, (v) authorizing, approving and filing these Articles Supplementary with the Department, and (vi) authorizing
and approving all such other actions as the Committee may deem necessary or desirable in connection with the classification, authorization,
issuance, offer, and sale of the Preferred Stock.
SECOND: The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class of
Preferred Stock to be known as the “4.375% Series C Cumulative Convertible Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 4.375% Series C Cumulative Convertible Preferred Stock, and authorizing the issuance of
up to 7,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 4.375% Series C Cumulative
Convertible Preferred Stock.
THIRD: The designation, number of shares, preferences, rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, terms and conditions of redemption and other terms and conditions of the separate class of Preferred Stock of
the Company designated as 4.375% Series C Cumulative Convertible Preferred Stock are as follows (the “ Series C Terms ”), which upon
any restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate
changes to the enumeration or lettering of Sections or subsections thereof:
SECTION 1. Designation and Number . A series of Preferred Stock, designated the “4.375% Series C Cumulative Convertible Preferred
Stock” (the “ Series C Preferred Stock ”), is hereby established. The number of shares of Series C Preferred Stock shall be 8,050,000.
SECTION 2. Rank . The Series C Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company, rank: (i) senior to all classes or series of the Company’s common stock, par value $.01
per share (the “ Common Stock ”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding
expressly designated as ranking junior to the Series C Preferred Stock as to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company; (ii) on parity with the Series A Cumulative Redeemable Preferred Stock, par value
$0.01 per share,

and the Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company and with any class or series of capital
stock of the Company expressly designated as ranking on parity
with the Series C Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the
Company; and (iii) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series C
Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. The
term “ capital stock ” does not include convertible or exchangeable debt securities, which will rank senior to the Series C Preferred Stock prior
to conversion or exchange. The Series C Preferred Stock will rank junior in right of payment to the Company’s other existing and future debt
obligations.
SECTION 3. Dividends.
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series C
Preferred Stock as to dividends, the holders of shares of the Series C Preferred Stock shall be entitled to receive, when, as and if authorized by
the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at
the rate of 4.375% per annum of the $25.00 liquidation preference per share of the Series C Preferred Stock (equivalent to the fixed annual
amount of $1.09375 per share of the Series C Preferred Stock). Such dividends shall accrue and be cumulative from and including the first date
on which any shares of Series C Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing June 30, 2007; provided , however , that if any Dividend Payment Date is not a
Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid
on the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no
interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next
succeeding Business Day. The amount of any dividend payable on the Series C Preferred Stock for any partial Dividend Period (as defined
below) shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months.
Dividends will be payable to holders of record as they appear in the stockholder records of the Company at the close of business on the
applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share
of Series C Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with
respect to each other share of Series C Preferred Stock that is outstanding on such date. “ Dividend Record Date ” shall mean the date
designated by the Board of Directors for the payment of dividends that is not more than 35 or fewer than 10 days prior to the applicable
Dividend Payment Date. “ Dividend Payment Date ” shall mean the last calendar day of each March, June, September and December,
commencing on June 30, 2007. “ Dividend Period ” shall mean the respective periods commencing on and including the first day of January,
April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period
(other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include June 30, 2007, and other
than the Dividend Period during which any shares of Series C Preferred Stock shall be redeemed pursuant to Section 5, which shall end on
and include the day preceding the call date with respect to the shares of Series C Preferred Stock being redeemed).
The term “ Business Day ” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series C Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared or paid or set apart for payment, and no other distribution of cash
or other property may be declared or made, directly or indirectly, on or with respect to, any shares of Common Stock or shares of any other class
or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series C Preferred Stock (other than a
dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the Series C Preferred
Stock as to dividends and upon liquidation) for any period, nor shall any shares of Common Stock or any other shares of any other class or
series of capital stock of the Company ranking, as to dividends or upon liquidation, on parity with or junior to the Series C

Preferred Stock be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a
sinking fund for the redemption of such shares,
and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Company (except by
conversion into or exchange for other shares of any class or series of capital stock of the Company ranking junior to the Series C Preferred
Stock as to dividends and upon liquidation, and except for the acquisition of shares made pursuant to the provisions of Article VI of the
Charter or Section 7 hereof), unless full cumulative dividends on the Series C Preferred Stock for all past dividend periods shall have been or
contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such
payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series C Preferred
Stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series C Preferred Stock, all
dividends declared upon the Series C Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity
with the Series C Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series C Preferred Stock
and such other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the
Series C Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on
such other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series C Preferred Stock which may be in arrears.
(e) Holders of shares of Series C Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
stock, in excess of full cumulative dividends on the Series C Preferred Stock as provided herein. Any dividend payment made on the Series C
Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remains
payable. Accrued but unpaid distributions on the Series C Preferred Stock will accumulate as of the Dividend Payment Date on which they
first become payable.
SECTION 4. Liquidation Preference.
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, before any distribution or
payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to
rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, junior to the Series C Preferred
Stock, the holders of shares of Series C Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for
distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of
$25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of
payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series C Preferred Stock and the
corresponding amounts payable on all shares of other classes or series of capital stock of the Company ranking, as to liquidation rights, on
parity with the Series C Preferred Stock in the distribution of assets, then the holders of the Series C Preferred Stock and each such other class
or series of shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series C Preferred Stock shall
share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively
entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Company, stating the payment date
or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class
mail, postage pre-paid, not fewer than 30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of
Series C Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company.
After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Stock will have no
right or claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation,
trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company, shall
not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Company.

(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under
the MGCL, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of holders of shares of Series C Preferred Stock shall not be added to the Company’s total liabilities.
SECTION 5. Redemption.
(a) The Company shall have the right to redeem shares of the Series C Preferred Stock in order to preserve the Company’s status as a REIT
for federal tax purposes, in whole or in part, at any time or from time to time, for cash at a redemption price equal to 100% of the liquidation
preference of the Series C Preferred Stock to be redeemed plus an amount equal to all accrued and unpaid dividends up to, but not including,
the date fixed for redemption, without interest; provided that if the redemption date is on a date that is after a Dividend Record Date and on
or prior to the corresponding Dividend Payment Date, the Company shall pay such dividends to the holder of record of such shares of
Series C Preferred Stock on the Dividend Record Date, and the redemption price shall be equal to 100% of the liquidation preference of the
Series C Preferred Stock to be redeemed.
(b) If fewer than all of the outstanding shares of Series C Preferred Stock are to be redeemed, the shares of Series C Preferred Stock to be
redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) by lot or by any other equitable
method determined by the Company that will not result in a violation of the Ownership Limit and the Aggregate Stock Ownership Limit (each,
as defined in Section 7(a)). If redemption is to be by lot and, as a result, any holder of shares of Series C Preferred Stock would have actual
ownership, Beneficial Ownership or Constructive Ownership (each, as defined in Section 7(a)) in excess of the Ownership Limit (as defined in
Section 7(a)), the Aggregate Stock Ownership Limit or such other limit as permitted by the Board of Directors or the Committee pursuant to
Section 7(i) because such holder’s shares of Series C Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise
provided in the Charter, the Company shall redeem the requisite number of shares of Series C Preferred Stock of such holder such that no holder will
hold an amount of Series C Preferred Stock in excess of the applicable ownership limit subsequent to such redemption. Holders of Series C
Preferred Stock to be redeemed shall surrender such Series C Preferred Stock at the place designated in such notice and shall be entitled to
the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If
(i) notice of redemption of any shares of Series C Preferred Stock has been given, (ii) the funds necessary for such redemption have been set
aside by the Company in trust for the benefit of the holders of any shares of Series C Preferred Stock so called for redemption, and (iii)
irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption
date, dividends shall cease to accrue on such shares of Series C Preferred Stock, such shares of Series C Preferred Stock shall no longer be
deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption price plus any
accrued and unpaid dividends payable upon such redemption, without interest. So long as no dividends are in arrears, nothing herein shall
prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series
C Preferred Stock at such price or prices as the Company may determine, subject to the provisions of applicable law, including the repurchase
of shares of Series C Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(c) [Intentionally Omitted.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series
C Preferred Stock at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each
holder of Series C Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end
of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the
Company

shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series C Preferred Stock for which a notice of
redemption has been given.
(g) All shares of the Series C Preferred Stock redeemed or repurchased pursuant to this Section 5 shall be retired and shall be restored to
the status of authorized but unissued shares of Preferred Stock, without designation as to series or class.
(h) The Series C Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided , however , that the Series C Preferred Stock owned by a stockholder in excess of the Ownership Limit shall be subject to the
provisions of this Section 5 and Section 7 of these Articles Supplementary.
SECTION 6. Voting Rights.
(a) Holders of the Series C Preferred Stock shall not have any voting rights, except as set forth in this Section 6.
(b) Whenever dividends on any shares of Series C Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “ Preferred Dividend Default ”), the holders of such Series C Preferred Stock (voting together as a single class with all
other classes or series of preferred stock of the Company upon which like voting rights have been conferred and are exercisable (“ Parity
Preferred ”), including the Series A Cumulative Redeemable Preferred Stock and the Series B Cumulative Redeemable Preferred Stock of the
Company) shall be entitled to vote for the election of a total of two additional directors of the Company (the “ Preferred Directors ”) until
all dividends accumulated on such Series C Preferred Stock and Parity Preferred for the past dividend periods shall have been fully paid or
declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of Directors will be increased by
two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualified or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification or removal. The election will take place at (i) either (a) a special
meeting called in accordance with Section 6(d) below if the request is received more than 90 days before the date fixed for the Company’s next
annual or special meeting of stockholders or (b) the next annual or special meeting of stockholders if the request is received within 90 days of the
date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of stockholders, or
special meeting held in place thereof, until all such dividends in arrears on the Series C Preferred Stock and each such class or series of
outstanding Parity Preferred have been paid in full. A dividend in respect of Series C Preferred Stock shall be considered timely made if made
within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be any prior
quarterly dividend periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series C Preferred Stock and Parity Preferred, a special meeting of
the holders of Series C Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice
of such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining
holders of the Series C Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of
business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders
of the Series C Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be
entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series C Preferred Stock and Parity
Preferred are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or
holders of one-third of the Series C Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person or by
proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which
holders of the Series C Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they
appear in the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any
applicable law, a majority of the holders of the Series C Preferred Stock and Parity Preferred voting as a single class present in person or by
proxy shall have the power

to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the meeting, until a quorum is
present. If a
Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special meeting has been held,
the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such termination to holders of the Series
C Preferred Stock and the Parity Preferred that would have been entitled to vote at such special meeting.
(e) If and when all accumulated dividends on such Series C Preferred Stock and all classes or series of Parity Preferred for the past
dividend periods shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment, the right of the
holders of Series C Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in
the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire
Board of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and
shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series C Preferred Stock and the
Parity Preferred entitled to vote thereon when they have the voting rights set forth in Section 6(b) (voting as a single class). So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding Series C Preferred
Stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of
the Preferred Directors shall be entitled to one vote on any matter.
(f) So long as any shares of Series C Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of
the shares of Series C Preferred Stock and each other class or series of preferred stock ranking on parity with the Series C Preferred Stock
with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company upon
which like voting rights have been conferred outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting as a
single class) will be required to: (i) authorize, create or issue, or increase the authorized or issued amount of, any class or series of capital stock
ranking senior to the Series C Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up of the affairs of the Company or reclassify any authorized shares of capital stock of the Company into such capital stock, or
create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such capital stock; or (ii) amend,
alter or repeal the provisions of the Charter or the terms of the Series C Preferred Stock, whether by merger, consolidation, transfer or
conveyance of all or substantially all of its assets or otherwise (an “ Event ”), so as to materially and adversely affect any right, preference,
privilege or voting power of the Series C Preferred Stock; provided however , with respect to the occurrence of any of the Events set forth in
(ii) above, so long as the Series C Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that,
upon the occurrence of an Event, the Company may not be the surviving entity, the occurrence of such Event shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting power of Series C Preferred Stock, and in such case such
holders shall not have any voting rights with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders
of the Series C Preferred Stock receive the greater of the full trading price of the Series C Preferred Stock on the date of an Event set forth in (ii)
above or the $25.00 liquidation preference per share of the Series C Preferred Stock pursuant to the occurrence of any of the Events set forth in
(ii) above, then such holders shall not have any voting rights with respect to the Events set forth in (ii) above. Holders of shares of Series C
Preferred Stock shall not be entitled to vote with respect to: (a) any increase in the total number of authorized shares of Common Stock or
Preferred Stock of the Company, or (b) any increase in the amount of the authorized Series C Preferred Stock or the creation or issuance of any
other class or series of capital stock, or (c) any increase in the number of authorized shares of any other class or series of capital stock, in
each case referred to in clause (a) , (b) or (c) above ranking on parity with or junior to the Series C Preferred Stock with respect to the payment
of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company. Except as set forth herein, holders of
the Series C Preferred Stock shall not have any voting rights with respect to, and the consent of the holders of the Series C Preferred Stock
shall not be required for, the taking of any corporate action, including an Event, regardless of the effect that such corporate action or Event
may have upon the powers, preferences, voting power or other rights or privileges of the Series C Preferred Stock.

(g) The foregoing voting provisions of this Section 6 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series C Preferred Stock shall have been redeemed or called for
redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption.
(h) In any matter in which the Series C Preferred Stock may vote (as expressly provided herein), each share of Series C Preferred Stock shall be
entitled to one vote per $25.00 of liquidation preference.
SECTION 7. Restrictions on Ownership and Transfer to Preserve Tax Benefit.
(a) Definitions. For the purposes of Section 5 and this Section 7 of these Articles Supplementary, the following terms shall have the
following meanings:
“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article 6 of the Charter.
“ Beneficial Ownership ” shall mean ownership of Series C Preferred Stock by a Person who is or would be treated as an owner of such
Series C Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by Sections 856
(h)(1) (b) and 856 (h)(3) of the Code. The terms “ Beneficial Owner, ” “ Beneficially Owns ” and “ Beneficially Owned ” shall have the
correlative meanings.
“ Capital Stock ” has the meaning set forth in Article 6 of the Charter.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 7(c)(vi) of these Articles
Supplementary, each of which shall be an organization described in Sections 170(b)(1)(a), 170(c)(2) and 501(c)(3) of the Code.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All Section references to the Code shall include any successor
provisions thereof as may be adopted from time to time.
“ Common Stock Ownership Limit ” has the meaning set forth in Article 6 of the Charter.
“ Constructive Ownership ” shall mean ownership of Series C Preferred Stock by a Person who is or would be treated as an owner of such
Series C Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by Section 856(d)
(5) of the Code. The terms “ Constructive Owner, ” “ Constructively Owns ” and “ Constructively Owned ” shall have the correlative meanings.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the meaning of
Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code
shall be excluded from this definition.
“ IRS ” means the United States Internal Revenue Service.
“ Market Price ” shall mean the last reported sales price reported on the NYSE of the Series C Preferred Stock on the Trading Day
immediately preceding the relevant date, or if the Series C Preferred Stock is not then traded on the NYSE, the last reported sales price of the Series
C Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange or quotation system over which the
Series C Preferred Stock may be traded, or if the Series C Preferred Stock is not then traded over any exchange or quotation system, the market
price of the Series C Preferred Stock on the relevant date as determined in good faith by the Board of Directors of the Company.
“NYSE ” means the New York Stock Exchange, Inc.
“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Series
C Preferred Stock of the Company. The number and value of shares of outstanding Series C Preferred Stock of the Company shall be determined
by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under
Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but

does not include an underwriter acting in a capacity as such in a public offering of shares of Series C Preferred Stock provided that the
ownership of such shares of Series C Preferred Stock by such underwriter would not result in the Company being “closely held” within the
meaning of Section 856(h) of the Code, or otherwise result in the Company failing to qualify as a REIT.
“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported Record
Transferee would have acquired or owned shares of Series C Preferred Stock for another Person who is the beneficial transferee or beneficial
owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series C Preferred Stock if such Transfer had
been valid under Section 7(b)(i) of these Articles Supplementary.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of Directors of the Company
determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series C Preferred Stock as well as
any other event that causes any Person to Beneficially Own or Constructively Own Series C Preferred Stock, including
(i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series C Preferred Stock or (ii) the
sale, transfer, assignment or other disposition of any securities (or rights) convertible into or exchangeable for Series C Preferred Stock, whether
voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively (including but not limited
to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of Series C Preferred Stock), and
whether such transfer has occurred by operation of law or otherwise.
“ Trust ” shall mean each of the trusts provided for in Section 7(c) of these Articles Supplementary.
“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers.
(i) Prior to the Restriction Termination Date, but subject to Section 7(l):
(A) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Beneficially Own Series C Preferred
Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Capital Stock in excess of the Aggregate
Stock Ownership Limit;
(B) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Constructively Own Series C Preferred
Stock in excess of the Ownership Limit and (2) no Person shall Constructively own shares of Capital Stock in excess of the Aggregate
Stock Ownership Limit;
(C) except as provided in Section 7(i) of these Articles Supplementary, no Person shall Beneficially or Constructively Own
Series C Preferred Stock which, taking into account the Common Stock of the Company into which it is convertible and any other
Common Stock of the Company Beneficially or Constructively owned by such Person, would result in the Person’s ownership of
Common Stock in violation of the Common Stock Ownership Limit;
(D) no Person shall Beneficially Own or Constructively Own Series C Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely
held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that
is described in Section 856(d)(2)(b) of the Code if the income derived by the Company (either directly or indirectly

through one or more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income
requirements of Section 856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series C Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, (i) then that
number of shares of Series C Preferred Stock that otherwise would cause such Person to violate Section 7(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 7(c), effective as of the close of business on the Business Day prior to the date of such Transfer or
other event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (ii) if, for any reason, the transfer
to the Trust described in clause (i) of this sentence is not automatically effective as provided therein to prevent any Person from
Beneficially or Constructively Owning Series C Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, then the
Transfer of that number of shares of Series C Preferred Stock that otherwise would cause any Person to violate Section 7(b)(i) shall be void ab
initio, and the Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 7(l) and prior to the Restriction Termination Date, any Transfer of Series C Preferred Stock that, if effective,
would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series C Preferred Stock.
(c) Transfers of Series C Preferred Stock in Trust.
(i) Upon any purported Transfer or other event described in Section 7(b)(ii) of these Articles Supplementary, such Series C
Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of
one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the
Business Day prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 7(b)(ii). The
Trustee shall be appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or
any Purported Record Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 7(c)(vi) of
these Articles Supplementary.
(ii) Series C Preferred Stock held by the Trustee shall be issued and outstanding Series C Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series C Preferred Stock held
by the Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any
shares held in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable
to the shares of Series C Preferred Stock held in the Trust.
(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series C Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series C Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but
unpaid shall be paid when due to the Trustee with respect to such Series C Preferred Stock. Any dividends or distributions so paid over
to the Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee
shall have no voting rights with respect to the Series C Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date
the Series C Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i)
to rescind as void any vote cast by a Purported Record Transferee with respect to such Series C Preferred Stock prior to the discovery
by the Company that the Series C Preferred Stock has been transferred to the Trustee and (ii) to recast such vote in accordance with the
desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken
irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other
provision of these Articles Supplementary to the contrary, until the Company has received notification that the Series C Preferred Stock
has been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other stockholder records for purposes
of preparing lists

of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of
stockholders.
(iv) Within twenty (20) days of receiving notice from the Company that shares of Series C Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series C Preferred Stock held in the Trust to a Person, designated by the Trustee,
whose ownership of the shares of Series C Preferred Stock will not violate the ownership limitations set forth in Section 7(b)(i). Upon
such sale, the interest of the Charitable Beneficiary in the shares of Series C Preferred Stock sold shall terminate and the Trustee shall
distribute the net proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section
7(c)(iv). The Purported Record Transferee shall receive the lesser of (i) the price paid by the Purported Record Transferee for the shares of
Series C Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the
Trust did not involve a purchase of such shares of Series C Preferred Stock at Market Price, the Market Price of such shares of Series C
Preferred Stock on the day of the event which resulted in the transfer of such shares of Series C Preferred Stock to the Trust) and (ii) the
price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the
shares of Series C Preferred Stock held in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by
the amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported
Record Transferee to the Trustee pursuant to Section 7(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported
Record Transferee shall be immediately paid to the Charitable Beneficiary together with any dividends or other distributions thereon. If,
prior to the discovery by the Company that shares of such Series C Preferred Stock have been transferred to the Trustee, such shares of
Series C Preferred Stock are sold by a Purported Record Transferee then (i) such shares of Series C Preferred Stock shall be deemed to
have been sold on behalf of the Trust and (ii) to the extent that the Purported Record Transferee received an amount for such shares of
Series C Preferred Stock that exceeds the amount that such Purported Record Transferee was entitled to receive pursuant to this
Section 7(c)(iv), such excess shall be paid to the Trustee upon demand.
(v) Series C Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee,
at a price per share equal to the lesser of (i) the price paid by the Purported Record Transferee for the shares of Series C Preferred Stock
in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series C Preferred Stock at Market Price, the Market Price of such shares of Series C Preferred Stock on the
day of the event which resulted in the transfer of such shares of Series C Preferred Stock to the Trust) and (ii) the Market Price on the date
the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by
the amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported
Record Transferee to the Trustee pursuant to Section 7(c)(iii). The Company shall have the right to accept such offer until the Trustee
has sold the shares of Series C Preferred Stock held in the Trust pursuant to Section 7(c)(iv). Upon such a sale to the Company, the interest of
the Charitable Beneficiary in the shares of Series C Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of
the sale to the Purported Record Transferee and any dividends or other distributions held by the Trustee with respect to such Series C
Preferred Stock shall thereupon be paid to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series C Preferred Stock held in the Trust would not violate the restrictions set forth
in Section 7(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach. If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 7(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series C Preferred Stock of the Company in violation of Section
7(b) of these Articles Supplementary, the Board of Directors or the Committee or other designees if permitted by the MGCL shall take such
action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem
shares of Series C Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin
such Transfer; provided , however , that any Transfers (or, in the

case of events other than a Transfer, ownership or Constructive Ownership or Beneficial Ownership) in violation of Section 7(b)(i) of these
Articles Supplementary, shall automatically result in the transfer to a Trust as described in Section 7(b)(ii) and any Transfer in violation of
Section 7(b)(iii) shall automatically be void ab initio irrespective of any action (or non-action) by the Board of Directors.
(e) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire shares of Series C Preferred Stock in violation of Section
7(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results
under Section 7(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall provide to
the Company such other information as the Company may request in order to determine the effect, if any of such Transfer or attempted
Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information. Prior to the Restriction Termination Date each Person who is a beneficial owner or
Beneficial Owner or Constructive Owner of Series C Preferred Stock and each Person (including the stockholder of record) who is holding
Series C Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that
the Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited. Nothing contained in these Articles Supplementary (but subject to Section 7(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and the
interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 7 of these Articles Supplementary,
including any definition contained in Section 7(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 7 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 7(l) of these Articles
Supplementary). In the event Section 7 requires an action by the Board of Directors and these Articles Supplementary fail to provide specific
guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action
is not contrary to the provisions of Section 7. Absent a decision to the contrary by the Board of Directors (which the Board of Directors may
make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 7(b)) acquired Beneficial or
Constructive Ownership of Series C Preferred Stock in violation of Section 7(b)(i), such remedies (as applicable) shall apply first to the shares
of Series C Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Series C
Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by
such Person, pro rata among the Persons who actually own such shares of Series C Preferred Stock based upon the relative number of the
shares of Series C Preferred Stock held by each such Person.
(i) Exceptions.
(i) Subject to Section 7(b)(i)(D), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series C Preferred Stock in violation of Section 7(b)(i)(A) or Section 7(b)(i)
(C) if the Board of Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital
Stock to violate the Aggregate Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under
the Code.
(ii) Subject to Section 7(b)(i)(D), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Constructively Owning shares of Series C Preferred Stock in violation of Section 7(b)(i)(B) or
Section 7(b)(i)(C) if the Board of Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under
the Code.
(iii) Subject to Section 7(b)(i)(D) and the remainder of this Section 7(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided, however, that the decreased Ownership Limit will not be effective for any Person whose percentage
ownership of Series C Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person’s percentage of Series C
Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series C Preferred Stock in excess of such
percentage ownership of Series C Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new

Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the
Company.
(iv) In granting a person an exemption under Section 7(i)(i) or (ii) above, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or
other action which is contrary to the restrictions contained in Section 7(b) of these Articles Supplementary) will result in such Series C
Preferred Stock being transferred to a Trust in accordance with Section 7(b)(ii) of these Articles Supplementary. In granting any exception
pursuant to Section 7(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of
counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or
advisable in order to determine or ensure the Company’s status as a REIT.
(j)Legends. Each certificate for Series C Preferred Stock shall bear substantially the following legends in addition to any legends required
to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK
AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF
SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND
CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE
AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS AND SERIES, (i) THE DIFFERENCES IN
THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE
AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS
FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF 4.375% SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK (“SERIES C PREFERRED STOCK”)
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP
AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT
TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER
RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES C PREFERRED
STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S SERIES C PREFERRED
STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE
OUTSTANDING SERIES C PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY
OWN SHARES OF THE COMPANY’S CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S
OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES C PREFERRED
STOCK THAT, TAKING INTO ACCOUNT THE COMPANY COMMON STOCK INTO WHICH IT IS CONVERTIBLE AND ANY OTHER
COMMON STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN
SUCH PERSON’S OWNERSHIP OF COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER
IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE COMPANY; (iv) NO PERSON MAY BENEFICIALLY OR
CONSTRUCTIVELY OWN SERIES C PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE
COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH

PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE
CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (v) NO PERSON MAY TRANSFER SERIES C PREFERRED STOCK IF
SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS.
ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN
SERIES C PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN
SERIES C PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF
THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SERIES C PREFERRED STOCK REPRESENTED HEREBY
IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE
BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE
TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS
DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE.
FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE
RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE
ARTICLES SUPPLEMENTARY FOR THE SERIES C PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN
SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING
THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES C PREFERRED
STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE
COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability. If any provision of this Section 7 or any application of any such provision is determined to be invalid by any federal or
state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE. Nothing in this Section 7 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series C Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 7 after
such settlement.
(m)Applicability of Section 7. The provisions set forth in this Section 7 shall apply to the Series C Preferred Stock notwithstanding any
contrary provisions of the Series C Preferred Stock provided for elsewhere in these Articles Supplementary.

SECTION 8. Conversion Rights.
(a) Definitions. For the purposes of this Section 8 of these Articles Supplementary, the following terms shall have the following
meanings:
“ Closing Sale Price ” per share of Common Stock on any date means the closing sale price per share (or, if no closing sale price is reported,
the average of the bid and asked prices or, if more than one in either case, the average of the average bid and the average asked prices) on such
date as reported by the NYSE or, if the Common Stock is not reported by the NYSE, in composite transactions for the principal other U.S.
national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S.
national or regional securities exchange on the relevant date, the “Closing Sale Price” will be the last quoted bid price for the Common Stock
in the over-the-counter market on the relevant date as reported by the National Quotation Bureau Incorporated or similar organization. If the
Common Stock is not so quoted, the “Closing Sale Price” will be the average of the mid-point of the last bid and asked prices for the Common
Stock on the relevant date from each of at least three independent nationally recognized investment banking firms selected by the Company
for this purpose.
“Conversion Date” has the meaning set forth in Section 8(b)(ii) of these Articles Supplementary.
“Conversion Option” means the Company’s option to convert some or all of the Series C Preferred Stock into that number of shares of
Common Stock that are issuable at the then-applicable conversion rate as described in Section 8(c) of these Articles Supplementary.
“Conversion Price” per share of Series C Preferred Stock as of any date means the liquidation preference of such share of Series C
Preferred Stock divided by the then applicable Conversion Rate.
“Conversion Rate” means initially 0.5164 shares of Common Stock per $25.00 liquidation preference, subject to adjustment in certain
events as set forth in this Section 8 of these Articles Supplementary.
“DTC” means The Depository Trust Company or any successor entity.
“Fundamental Change” shall be deemed to have occurred at such time as:
(i) the consummation of any transaction or event (whether by means of a share exchange or tender offer applicable to
Common Stock, a liquidation, consolidation, recapitalization, reclassification, combination or merger of the Company or a sale,
lease or other transfer of all or substantially all of its consolidated assets) or a series of related transactions or events pursuant to
which all of the outstanding shares of Common Stock are exchanged for, converted into or constitutes solely the right to receive
cash, securities or other property more than 10% of which consists of cash, securities or other property that are not, or upon
issuance will not be, traded on a national securities exchange;

(ii) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended, whether or not applicable), other than the Company, the Company’s operating partnership subsidiary, Digital
Realty Trust, L.P. (the “ Operating Partnership ”) or any of the Company’s or the Operating Partnership’s majority-owned
subsidiaries or any employee benefit plan of the Company, the Operating Partnership or such subsidiary, is or becomes the
“beneficial owner,” directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of the
Company’s capital stock of then outstanding entitled to vote generally in elections of directors (for the avoidance of doubt the
ownership of limited partnership units of the Operating Partnership shall not be deemed to constitute beneficial ownership of
the Company’s capital stock); or
(iii) during any period of 12 consecutive months after the date of original issuance of the Series C Preferred Stock, persons
who at the beginning of such 12 month period constituted the Company’s board of directors, together with any new persons
whose election was approved by a vote of a majority of the persons then still comprising the Company’s board of directors who
were either members of the board of directors at the beginning of such period or whose election, designation or nomination for
election was previously so approved, cease for any reason to constitute a majority of the Company’s board of directors.
“Fundamental Change Conversion Right” has the meaning set forth in Section 8(l)(i) of these Articles Supplementary.

“Market Price” means, with respect to any Fundamental Change Conversion Date, the average of the Closing Sale Prices of the
Common Stock for the ten consecutive Trading Days ending on the third Trading Day prior to the Fundamental Change Conversion Date,
appropriately adjusted to take into account the occurrence, during the period commencing on the first Trading Day of such ten Trading Day
period and ending on the Fundamental Change Conversion Date of any event requiring an adjustment of the Conversion Rate as described
under Section 8(h); provided that in no event shall the market price be less than
$0.01, subject to adjustment for share splits and combinations, reclassifications and similar events.
“NYSE ” means the New York Stock Exchange, Inc.
“SEC” means the U.S. Securities and Exchange Commission.
“ Trading Day ” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not quoted on the
NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the Common Stock
is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the principal other market on which the
Common Stock is then traded or quoted.
(b) Conversion at Holder’s Option .
(i) Holders of shares of Series C Preferred Stock, at their option, may, at any time and from time to time, convert some or all of their
outstanding shares of Series C Preferred Stock into Common Stock at the then applicable Conversion Rate.
(ii) The Company shall not issue fractional shares of Common Stock upon the conversion of shares of Series C Preferred Stock.
Instead, the Company shall pay the cash value of such fractional shares based upon the Closing Sale Price of its Common Stock on the
Trading Day (as defined in this Section 8) immediately prior to (A) the date on which the certificate or certificates representing the shares
of Series C Preferred Stock to be converted are surrendered, accompanied by a written notice of conversion and any required transfer
taxes (the “ Conversion Date ”), or (B) the effective date for the Company’s Conversion Option, as the case may be.
(iii) A holder of shares of Series C Preferred Stock is not entitled to any rights of a common stockholder of the Company until such
holder of shares of Series C Preferred Stock has converted its shares of Series C Preferred Stock or unless the Company has exercised
its Conversion Option, and only to the extent the shares of Series C Preferred Stock are deemed to have been converted into shares of
Common Stock under these Articles Supplementary.
(iv) Notwithstanding anything herein to the contrary, holders of shares of Series C Preferred Stock may not convert their
outstanding shares of Series C Preferred Stock into Common Stock if such conversion would cause the holder to violate the Aggregate
Stock Ownership Limit or Common Stock Ownership Limit or otherwise result in the Company failing to qualify as a REIT.
(v) Conversion Procedures . Holders of shares of Series C Preferred Stock may convert some or all of their shares by surrendering to
the Company at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or
certificates for the shares of Series C Preferred Stock to be converted, accompanied by a written notice stating that the holder of shares of
Series C Preferred Stock elects to convert all or a specified whole number of those shares in accordance with the provisions described in
this Section 8 and specifying the name or names in which the holder of shares of Series C Preferred Stock wishes the certificate or
certificates for the shares of Common Stock to be issued. If the notice specifies a name or names other than the name of the holder of
shares of Series C Preferred Stock, the notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares
of Common Stock in that name or names. Other than such transfer taxes, the Company shall pay any documentary, stamp or similar issue
or transfer taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of
Series C Preferred Stock. The date on which the Company has received all of the surrendered certificate or certificates, the notice relating
to the conversion and payment of all required transfer taxes, if any, or the demonstration to the Company’s satisfaction that those taxes
have been paid, shall be deemed the Conversion Date with respect

to a share of Series C Preferred Stock. As promptly as practicable after the Conversion Date with respect to any shares of Series C
Preferred Stock, the Company shall deliver or cause to be delivered (A) certificates representing the number of validly issued, fully paid
and non-assessable shares of Common Stock to which the holders of shares of such Series C Preferred Stock, or the transferee of the
holder of such shares of Series C Preferred Stock, shall be entitled and (B) if less than the full number of shares of Series C Preferred
Stock evidenced by the surrendered certificate or certificates is being converted, a new certificate or certificates, of like tenor, for the
number of shares evidenced by the surrendered certificate or certificates, less the number of shares being converted. This conversion shall
be deemed to have been made at the close of business on the Conversion Date so that the rights of the holder of shares of Series C
Preferred Stock as to the shares being converted shall cease except for the right to receive the conversion value, and, if applicable, the
person entitled to receive shares of Common Stock shall be treated for all purposes as having become the record holder of those shares
of Common Stock at that time on that date.
(vi) In lieu of the foregoing procedures, if the Series C Preferred Stock is held in global certificate form, the holder of shares of Series C
Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series C Preferred Stock
evidenced by a global stock certificate of the Series C Preferred Stock.
(vii) If any shares of Series C Preferred Stock are to be converted pursuant to the Company’s Conversion Option, the right of a
holder of such to voluntarily convert those shares of Series C Preferred Stock shall terminate if the Company has not received the
conversion notice of such holder of such shares of Series C Preferred Stock by 5:00 p.m., New York City time, on the business day
immediately preceding the date fixed for conversion pursuant to the Company’s Conversion Option.
(viii) If more than one share of Series C Preferred Stock is surrendered for conversion by the same holder at the same time, the
number of whole shares of Common Stock issuable upon conversion of those shares of Series C Preferred Stock shall be computed on
the basis of the total number of shares of Series C Preferred Stock so surrendered.
(c) Company Conversion Option .
(i) On or after April 10, 2012, the Company may exercise its Conversion Option, as described below, but only if (A) the Closing Sale
Price of the Common Stock equals or exceeds 130% of the then-applicable Conversion Price per share of the Series C Preferred Stock for at
least 20 Trading Days in a period of 30 consecutive Trading Days (including the last Trading Day of such period) ending on the Trading
Day immediately prior to the Company’s issuance of a press release announcing the exercise of its Conversion Option as described below
in paragraph (iii); and (B) on or prior to the Effective Date of the exercise of its Conversion Option, the Company has either declared and
paid, or declared and set apart for payment, any unpaid dividends that are in arrears on the Series C Preferred Stock.
(ii) If the Company converts less than all of the outstanding shares of Series C Preferred Stock, the Company’s transfer agent shall
select the shares by lot, on a pro rata basis or in accordance with any other method the transfer agent considers fair and appropriate. The
Company may convert the Series C Preferred Stock only in a whole number of shares of Series C Preferred Stock. If a portion of a holder’s
Series C Preferred Stock is selected for partial conversion by the Company and the holder converts a portion of such Series C Preferred
Stock, the number of shares of Series C Preferred Stock subject to conversion by the Company shall be reduced by the number of
shares that the holder converted.
(iii) To exercise its Conversion Option described above, the Company shall issue a press release for publication on the Dow Jones
& Company, Inc., Business Wire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of
such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to
the public) prior to the opening of business on the first Trading Day following any date on which the conditions described in Section
8(c)(i) are met, announcing such conversion. The Company shall also give notice by mail or by publication (with subsequent prompt
notice by mail) to holders of shares of Series C Preferred Stock (not more than four Trading Days after the date of the press release)
and, if required by the rules and regulations of the SEC, the Company shall file a Current Report on Form 8-K (or make such

other filing on an appropriate form as may be permitted by the rules and regulations of the SEC), of the exercise of the Company’s
Conversion Option announcing its intention to convert Series C Preferred Stock. The Effective Date for the Company’s Conversion
Option shall be the date that is five Trading Days after the date on which the Company issues such press release.
(iv) In addition to any information required by applicable law or regulation, the press release and notice of the exercise of the
Company’s Conversion Option referred to in paragraph (iii) above shall state, as appropriate: (A) the Effective Date for its Conversion
Option; (B) the number of shares of Common Stock to be issued upon conversion of each share of Series C Preferred Stock; (C) the
number of shares of Series C Preferred Stock to be converted; and (D) that dividends on the shares of Series C Preferred Stock to be
converted shall cease to accrue on the Effective Date for the Company’s Conversion Option (and no dividends on such converted shares
shall be payable except as provided in these Articles Supplementary).
(d) Reservation of Shares . The Company shall at all times reserve and keep available, free from preemptive rights out of the Company’s
authorized but unissued shares of capital stock, for issuance upon the conversion of shares of Series C Preferred Stock, a number of the
Company’s authorized but unissued shares of Common Stock that shall from time to time be sufficient to permit the conversion of all outstanding
shares of Series C Preferred Stock.
(e) Compliance with Laws; Validity, etc., of Common Stock . Before the delivery of any securities upon conversion of shares of Series C
Preferred Stock, the Company shall comply with all applicable federal and state laws and regulations. All shares of Common Stock delivered upon
conversion of shares of Series C Preferred Stock shall, upon delivery, be duly and validly issued, fully paid and non-assessable, free of all
liens and charges and not subject to any preemptive rights.
(f) Payment of Dividends Upon Conversion; Optional Conversion .
(i) If a holder of shares of Series C Preferred Stock exercises its conversion rights, upon delivery of the shares of Series C Preferred
Stock for conversion, those shares of Series C Preferred Stock shall cease to cumulate dividends as of the end of the Conversion Date,
and the holder of shares of Series C Preferred Stock shall not receive any cash payment in an amount equal to accrued and unpaid
dividends on the shares of Series C Preferred Stock, except in those limited circumstances discussed below in this Section 8(f). Except as
provided below in this Section 8(f), the Company shall make no payment for accrued and unpaid dividends, whether or not in arrears, on
shares of Series C Preferred Stock converted at the election of holders of such shares.
(ii) If the Company receives a conversion notice before the close of business on a Dividend Record Date, the holder of shares of
Series C Preferred Stock shall not be entitled to receive any portion of the dividend payable on such shares of converted stock on the
corresponding Dividend Payment Date.
(iii) If the Company receives a conversion notice after the Dividend Record Date but prior to the corresponding Dividend
Payment Date, the holder of shares of Series C Preferred Stock on the Dividend Record Date will receive on that Dividend Payment Date
accrued dividends on those shares of Series C Preferred Stock, notwithstanding the conversion of those shares of Series C Preferred
Stock prior to that Dividend Payment Date, because that holder of shares of Series C Preferred Stock will have been the holder of
record of shares of Series C Preferred Stock on the corresponding Dividend Record Date. At the time that such holder of shares of Series
C Preferred Stock surrenders shares of Series C Preferred Stock for conversion, however, it shall pay to the Company an amount equal to
the dividend that has accrued and that will be paid on the related Dividend Payment Date; provided that no such payment need be made
if the Company has specified a Fundamental Change Repurchase Date relating to a Fundamental Change that is after a Dividend
Record Date and on or prior to the Dividend Payment Date to which that Dividend Record Date relates.
(iv) If the holder of shares of Series C Preferred Stock is a holder of shares of Series C Preferred Stock on a Dividend Record Date
and converts such shares of Series C Preferred Stock into shares of Common Stock on or after the corresponding Dividend Payment
Date such holder of shares of Series C

Preferred Stock shall be entitled to receive the dividend payable on such shares of Series C Preferred Stock on such corresponding
Dividend Payment Date, and the holder of shares of Series C Preferred Stock shall not need to include payment of the amount of such
dividend upon surrender for conversion of shares of Series C Preferred Stock.
(g) Payment of Dividends Upon Conversion; Company Conversion Option.
(i) If the Company converts shares of Series C Preferred Stock pursuant to its Conversion Option, on or prior to the Effective
Date of the Conversion Option, the Company must first declare and pay, or declare and set apart for payment, any unpaid dividends that
are in arrears on Series C Preferred Stock.
(ii) If the Company exercises its Conversion Option and the Effective Date is after the close of business on a Dividend Payment Date
and prior to the close of business on the next Dividend Record Date, the holder of shares of Series C Preferred Stock shall not be entitled
to receive any portion of the dividend payable for such period on such converted shares on the corresponding Dividend Payment Date.
Accordingly, if the Company converts shares of Series C Preferred Stock and the effective date is after the close of business on a
Dividend Payment Date and prior to the close of business on the next Dividend Record Date, holders of shares of Series C Preferred
Stock shall forego the right to receive any dividends accruing from such Dividend Payment Date to the Effective Date.
(iii) If the Company exercises its Conversion Option and the Effective Date is on or after the close of business on any Dividend
Record Date and prior to the close of business on the corresponding Dividend Payment Date, all dividends payable for such period
with respect to the shares of Series C Preferred Stock called for a conversion on such date, shall be payable on such Dividend Payment
Date to the holder of such shares of Series C Preferred Stock on such Dividend Record Date.
(h) Conversion Rate Adjustments . The Company shall adjust the conversion rate from time to time as follows:
(i) If the Company issues shares of Common Stock as a dividend or distribution on shares of Common Stock to all holders of
Common Stock, or if the Company effects a share split or share combination, the conversion rate shall be adjusted based on the following
formula:
CR 1 = CR 0 x OS 1 /OS 0
where
CR 0 = the conversion rate in effect immediately prior to the ex-dividend date for such dividend or distribution, or the effective date of
such share split or share combination;
CR 1 = the new conversion rate in effect immediately on and after the ex-dividend date for such dividend or distribution, or the effective
date of such share split or share combination;
OS 1 = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or the effective date of such
share split or share combination; and
OS 0 = the number of shares of Common Stock outstanding immediately prior to such dividend or distribution, or the effective date of
such share split or share combination.
Any adjustment made pursuant to this paragraph (i) shall become effective at the open of business on (x) the ex-dividend date for such
dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable. If any dividend or
distribution described in this paragraph (i) is declared but not so paid or made, the new conversion rate shall be readjusted to the conversion
rate that would then be in effect if such dividend or distribution had not been declared.
(ii) If the Company distributes to all holders of Common Stock any rights, warrants or options entitling them, for a period expiring
not more than 45 days after the date of issuance of such rights,

warrants or options, to subscribe for or purchase shares of Common Stock at a price per share that is less than the Closing Sale Price per
share of Common Stock on the business day immediately preceding the time of announcement of such distribution, the Company shall
adjust the conversion rate based on the following formula:
CR 1 = CR 0 x (OS 0 +X)/(OS 0 +Y)
where
CR 0 = the conversion rate in effect immediately prior to the ex-dividend date for such distribution;
CR 1 = the new conversion rate in effect immediately on and after the ex-dividend date for such distribution;
OS 0 = the number of shares of Common Stock outstanding immediately prior to the ex-dividend date for such distribution; X = the
aggregate number of shares of Common Stock issuable pursuant to such rights, warrants or options; and
Y = the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise such rights, warrants or
options and (B) the average of the Closing Sale Price per share of Common Stock for the 10 consecutive Trading Days ending on the
business day immediately preceding the date of announcement for the issuance of such rights, warrants or options.
For purposes of this paragraph (ii), in determining whether any rights, warrants or options entitle the holders of shares of Common
Stock to subscribe for or purchase shares of Common Stock at less than the applicable Closing Sale Price per share of Common Stock, and in
determining the aggregate exercise or conversion price payable for such shares of Common Stock, there shall be taken into account any
consideration the Company receives for such rights, warrants or options and any amount payable on exercise or conversion thereof, with the
value of such consideration, if other than cash, to be determined by the Company’s board of directors. If any right, warrant or option
described in this paragraph (ii) is not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Company
shall adjust the new conversion rate to the conversion rate that would then be in effect if such right, warrant or option had not been so
issued.
(iii) If the Company distributes shares of its capital stock, evidence of indebtedness or other assets or property to all holders of
Common Stock, excluding (A) dividends, distributions, rights, warrants or options referred to in paragraph (i) or
(ii) above; (B) dividends or distributions paid exclusively in cash; and (C) spin-offs, as described below in this paragraph (iii) then the
Company shall adjust the conversion rate based on the following formula:
CR 1 = CR 0 x SP 0 /(SP 0 – FMV)
where
CR 0 = the conversion rate in effect immediately prior to the ex-dividend date for such distribution;
CR 1 = the new conversion rate in effect immediately on and after the ex-dividend date for such distribution;
SP 0 = the average of the Closing Sale Price per share of Common Stock for the 10 consecutive Trading Days ending on the business day
immediately preceding the ex-dividend date for such distribution; and
FMV = the fair market value (as determined in good faith by the Company’s board of directors) of the shares of capital stock, evidences of
indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the earlier of the record date
or the ex-dividend date for such distribution;

provided that if “FMV” with respect to any distribution of shares of capital stock, evidences of indebtedness or other assets or property of
the Company is equal to or greater than “SP 0 ” with respect to such distribution, then in lieu of the foregoing adjustment, adequate provision
shall be made so that each holder of Series C Preferred Stock shall have the right to receive on the date such shares of capital stock,
evidences of indebtedness or other assets or property of the Company are distributed to holders of Common Stock, for each share of Series
C Preferred Stock, the amount of shares of capital stock, evidences of indebtedness or other assets or property of the Company such holder of
Series C Preferred Stock would have received had such holder of Series C Preferred Stock owned a number of shares of Common Stock equal to
a fraction the numerator of which is the product of the conversion rate in effect on the ex-dividend date for such distribution, and the
aggregate liquidation preference of Series C Preferred Stock held by such holder and the denominator of which is twenty-five ($25.00).
An adjustment to the conversion rate made pursuant to the immediately preceding paragraph shall become effective on the ex-dividend
date for such distribution.
If the Company distributes to all holders of Common Stock capital stock of any class or series, or similar equity interest, of or relating to one
of the Company’s subsidiaries or other business unit (a “ spin-off ”) the conversion rate in effect immediately before the 10th Trading Day
from and including the effective date of the spin-off shall be adjusted based on the following formula:
CR 1 = CR 0 x (FMV 0 +MP 0 )/ MP 0
where
CR 0 = the conversion rate in effect immediately prior to the 10th Trading Day immediately following, and including, the effective date of the
spin-off;
CR 1 = the new conversion rate in effect immediately on and after the 10th Trading Day immediately following, and including, the effective
date of the spin-off;
FMV 0 = the average of the Closing Sale Prices per share of the capital stock or similar equity interest distributed to holders of Common
Stock applicable to one share of Common Stock over the first 10 consecutive Trading Days after the effective date of the spin-off; and
MP 0 = the average of the Closing Sale Prices per share of Common Stock over the first 10 consecutive Trading Days after the effective
date of the spin-off.
An adjustment to the conversion rate made pursuant to the immediately preceding paragraph shall occur on the 10th Trading Day
from and including the effective date of the spin-off; provided that in respect of any conversion within the 10 Trading Days following the
effective date of any spin-off, references within this paragraph (iii) to 10 Trading Days shall be deemed replaced with such lesser number of
Trading Days as have elapsed between the effective date of such spin-off and the Conversion Date in determining the applicable conversion
rate.
If any such dividend or distribution described in this paragraph (iii) is declared but not paid or made, the new conversion rate shall be
re-adjusted to be the conversion rate that would then be in effect if such dividend or distribution had not been declared.
(iv) If the Company makes any cash dividend or distribution to all holders of outstanding shares of Common Stock (excluding
any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up) during any of its quarterly fiscal
periods in an aggregate amount that, together with other cash dividends or distributions made during such quarterly fiscal period,
exceeds the product of $0.28625 (subject to adjustment) (the “ reference dividend ”), multiplied by the number of shares of Common
Stock outstanding on the record date for such distribution, the conversion rate shall be adjusted based on the following formula:
CR 1 = CR 0 x SP 0 /(SP 0 – C)

where
CR 0 = the conversion rate in effect immediately prior to the ex-dividend date for such distribution; CR 1 = the new
conversion rate in effect immediately after the ex-dividend date for such distribution;
SP 0 = the average of the Closing Sale Price per share of Common Stock for the 10 consecutive Trading Days ending on the business day
immediately preceding the earlier of the record date or the day prior to the ex-dividend date for such distribution; and
C = the amount in cash per share that the Company distributes to holders of Common Stock that exceeds the reference dividend;
provided that if “C” with respect to any such cash dividend or distribution is equal to or greater than “SP 0 ” with respect to any such cash
dividend or distribution, then in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of Series C Preferred
Stock shall have the right to receive on the date such cash is distributed to holders of Common Stock, for each share of Series C Preferred
Stock, the amount of cash such holder of Series C Preferred Stock would have received had such holder of Series C Preferred Stock owned a
number of shares of Common Stock equal to a fraction the numerator of which is the product of the conversion rate in effect on the ex-dividend
date for such dividend or distribution, and the aggregate principal amount of Series C Preferred Stock held by such holder and the denominator
of which is twenty-five ($25.00).
An adjustment to the conversion rate made pursuant to this paragraph (iv) shall become effective on the ex-dividend date for such
dividend or distribution. If any dividend or distribution described in this paragraph (iv) is declared but not so paid or made, the new
conversion rate shall be re-adjusted to the conversion rate that would then be in effect if such dividend or distribution had not been declared.
The reference dividend amount is subject to adjustment in a manner inversely proportional to adjustments to the conversion rate; provided
that no adjustment shall be made to the reference dividend amount for any adjustment made to the conversion rate under this paragraph (iv).
Notwithstanding the foregoing, if an adjustment is required to be made under this paragraph (iv) as a result of a distribution that is not a
quarterly dividend, the reference dividend amount shall be deemed to be zero.
(v) If the Company or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common
Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the
Closing Sale Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be
made pursuant to such tender offer or exchange offer, the conversion rate shall be adjusted based on the following formula:
CR 1 = CR 0 × (AC + (SP 1 × OS 1 ))/(SP 1 × OS 0 )
where
CR 0 = the conversion rate in effect on the day immediately following the date such tender or exchange offer expires;
CR 1 = the conversion rate in effect on the second day immediately following the date such tender or exchange offer expires;
AC = the aggregate value of all cash and any other consideration (as determined by the Company’s board of directors) paid or payable
for shares of Common Stock purchased in such tender or exchange offer;
OS 0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires;

OS 1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving
effect to the purchase or exchange of shares pursuant to such tender or exchange offer); and
SP 1 = the Closing Sale Price per share of Common Stock for the Trading Day immediately following the date such tender or exchange offer
expires.
If the application of the foregoing formula would result in a decrease in the conversion rate, no adjustment to the conversion rate shall be
made.
Any adjustment to the conversion rate made pursuant to this paragraph (v) shall become effective on the second day immediately
following the date such tender offer or exchange offer expires. If the Company or one of its subsidiaries is obligated to purchase shares of
Common Stock pursuant to any such tender or exchange offer but is permanently prevented by applicable law from effecting any such
purchase or all such purchases are rescinded, the Company shall re-adjust the new conversion rate to be the conversion rate that would be in
effect if such tender or exchange offer had not been made.
(vi) If the Company has in effect a rights plan while any shares of Series C Preferred Stock remain outstanding, holders of shares of
Series C Preferred Stock shall receive, upon a conversion of such shares in respect of which the Company has elected to deliver shares
of Common Stock, in addition to such shares of Common Stock, rights under the Company’s stockholder rights agreement unless, prior
to conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from Common Stock. If the
rights provided for in any rights plan that the Company’s board of directors may adopt have separated from the Common Stock in
accordance with the provisions of the applicable stockholder rights agreement so that holders of shares of Series C Preferred Stock
would not be entitled to receive any rights in respect of Common Stock that the Company elects to deliver upon conversion of shares of
Series C Preferred Stock, the Company shall adjust the conversion rate at the time of separation as if the Company had distributed to all
holders of the Company’s capital stock, evidences of indebtedness or other assets or property pursuant to paragraph (iii) above,
subject to readjustment upon the subsequent expiration, termination or redemption of the rights.
(vii) Notwithstanding the foregoing, in the event of an adjustment to the conversion rate pursuant to paragraphs (iv) and (v)
above, in no event shall the conversion rate exceed 0.6197 shares of Common Stock per $25.00 liquidation preference, subject to
adjustment pursuant to paragraphs (i), (ii) and (iii) above. In no event shall the Conversion Price be reduced below $0.01, subject to
adjustment for share splits and combinations and similar events.
(viii) The Company shall not make any adjustment to the conversion rate if holders of shares of Series C Preferred Stock are
permitted to participate, on an as-converted basis, in the transactions described in paragraphs (i) through (vi) above.
(ix) The conversion rate shall not be adjusted except as specifically set forth in this Section 8 to these Articles Supplementary.
Without limiting the foregoing, the conversion rate shall not be adjusted for (A) the issuance of any shares of Common Stock pursuant
to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities or those of the
Operating Partnership and the investment of additional optional amounts in shares of Common Stock under any plan; (B) the issuance
of any shares of Common Stock or options or rights to purchase such shares pursuant to any of the Company’s present or future
employee, director, trustee or consultant benefit plan, employee agreement or arrangement or program or those of the Operating
Partnership; (C) the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or
convertible security outstanding as of the date shares of Series C Preferred Stock were first issued; (D) a change in the par value of
Common Stock; (E) accumulated and unpaid dividends or distributions; and (F) the issuance of limited partnership units by the
Operating Partnership and the issuance of shares of Common Stock or the payment of cash upon redemption thereof.
(x) No adjustment in the conversion rate shall be required unless the adjustment would require an increase or decrease of at least
1% of the conversion rate. If the adjustment is not made because the adjustment does not change the conversion rate by at least 1%, then
the adjustment that is not made

shall be carried forward and taken into account in any future adjustment. All required calculations shall be made to the nearest cent or
1/1000th of a share, as the case may be. Notwithstanding the foregoing, if the shares of Series C Preferred Stock are called for
redemption, all adjustments not previously made shall be made on the applicable redemption date.
(xi) Except as described in this Section 8 of these Articles Supplementary, the Company shall not adjust the conversion rate for any
issuance of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock or
rights to purchase shares of Common Stock or such convertible, exchangeable or exercisable securities.
(i)Effect of Business Combinations . In the case of the following events (each a “ business combination ”):
(i) any recapitalization, reclassification or change of Common Stock (other than changes resulting from a subdivision or
combination);
(ii) a consolidation, merger or combination involving the Company;
(iii) a sale, conveyance or lease to another corporation of all or substantially all of the Company’s property and assets (other than
to one or more of the Company’s subsidiaries); or
(iv) a statutory share exchange,
in each case, as a result of which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including
cash or any combination thereof) with respect to or in exchange for Common Stock, a holder of shares of Series C Preferred Stock shall be
entitled thereafter to convert such shares of Series C Preferred Stock into the kind and amount of stock, other securities or other property or
assets (including cash or any combination thereof) which the holder of shares of Series C Preferred Stock would have owned or been entitled
to receive upon such business combination as if such holder of shares of Series C Preferred Stock held a number of shares of Common Stock
equal to the conversion rate in effect on the effective date for such business combination, multiplied by the number of shares of Series C
Preferred Stock held by such holder of shares of Series C Preferred Stock. If such business combination also constitutes a Fundamental
Change, a holder of shares of Series C Preferred Stock converting such shares shall not receive a make-whole premium pursuant to Section
8(k) hereof if such holder does not convert its shares of Series C Preferred Stock “in connection with” (as described in Section 8(k)(i)) the
relevant Fundamental Change. In the event that holders of Common Stock have the opportunity to elect the form of consideration to be
received in such business combination, the Company shall make adequate provision whereby the holders of shares of Series C Preferred
Stock shall have a reasonable opportunity to determine the form of consideration into which all of the shares of Series C Preferred Stock,
treated as a single class, shall be convertible from and after the effective date of such business combination. Such determination shall be
based on the weighted average of elections made by the holders of shares of Series C Preferred Stock who participate in such determination,
shall be subject to any limitations to which all holders of Common Stock are subject, such as pro rata reductions applicable to any portion of
the consideration payable in such business combination, and shall be conducted in such a manner as to be completed by the date which is the
earliest of (1) the deadline for elections to be made by holders of Common Stock and (2) two business days prior to the anticipated effective
date of the business combination.
The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination
made by the holders of shares of Series C Preferred Stock (and the weighted average of elections), by posting such notice with DTC and
providing a copy of such notice to the Company’s transfer agent. If the effective date of a business combination is delayed beyond the initially
anticipated effective date, the holders of shares of Series C Preferred Stock shall be given the opportunity to make subsequent similar
determinations in regard to such delayed effective date. The Company may not become a party to any such transaction unless its terms are
consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of shares of Series C Preferred Stock to convert
such holder’s shares of Series C Preferred Stock into shares of Common Stock prior to the effective date of such business combination.

(j)Optional Increase to Conversion Rate . To the extent permitted by law, the Company may, from time to time, increase the conversion rate
for a period of at least 20 days if the Company’s board of directors determines that such an increase would be in the Company’s best
interests. Any such determination by the Company’s board of directors shall be conclusive. In addition, the Company may increase the
conversion rate if the Company’s board of directors deems it advisable to avoid or diminish any income tax to holders of Common Stock
resulting from any distribution of Common Stock or similar event. The Company shall give holders of shares of Series C Preferred Stock at least
15 business days’ notice of any increase in the conversion rate.
(k) Adjustment to Conversion Rate upon Certain Fundamental Changes . The Company shall adjust the conversion rate from time to
time as follows:
(i) If, on or prior to April 10, 2014, a Fundamental Change takes place and a holder converts the Series C Preferred Stock in
connection with such Fundamental Change, the Company shall increase, as described below, the conversion rate applicable to shares
that are surrendered for conversion. A conversion of the Series C Preferred Stock shall be deemed for these purposes to be “in
connection with” a Fundamental Change if the Conversion Date occurs from and including the effective date of such Fundamental
Change to, and including, the Fundamental Change Conversion Date (as defined in Section 8(l)(vii)) for that Fundamental Change.
(ii) The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to holders of Series C
Preferred Stock of the anticipated effective date of any proposed Fundamental Change which shall occur on or prior to April 10, 2014.
The Company shall make this mailing or publication at least 15 days before the anticipated effective date of the Fundamental Change. In
addition, no later than the third business day after the completion of such Fundamental Change, the Company shall make an additional
notice announcing such completion.
(iii) If a holder elects to convert in connection with a Fundamental Change on or prior to April 10, 2014, the Company shall increase
the Conversion Rate by reference to the table below, based on the date when the Fundamental Change becomes effective (the “ effective
date ”), and the applicable price. If the Fundamental Change is a transaction or series of related transactions and the consideration
(excluding cash payments for fractional shares or pursuant to statutory appraisal rights) for Common Stock in the Fundamental Change
consists solely of cash, then the applicable price shall be the cash amount paid per share of Common Stock in the transaction. If the
transaction is an asset sale and the consideration paid for the Company’s property and assets (or for the property and assets of the
Company and its subsidiaries on a consolidated basis) consists solely of cash, then the applicable price shall be the cash amount paid
for the Company’s property and assets, expressed as an amount per share of Common Stock outstanding on the effective date of the
asset sale. In all other cases, the applicable price shall be the average of the Closing Sale Price per share of Common Stock for the ten
consecutive Trading Days immediately preceding the effective date. The Company’s board of directors shall make appropriate
adjustments, in its good faith determination, to account for any adjustment to the conversion rate that becomes effective, or any event
requiring an adjustment to the conversion rate where the ex-dividend date of the event occurs, at any time during those ten consecutive
Trading Days.
(iv) The following table sets forth the number of additional shares of Common Stock per $25.00 liquidation preference of Series C
Preferred Stock that shall be added to the Conversion Rate applicable to Series C Preferred Stock that are converted in connection with a
Fundamental Change (the “ make-whole premium ”). If an event occurs that requires an adjustment to the Conversion Rate, the Company
shall, on the date the Company must adjust the Conversion Rate, adjust each applicable price set forth in the column headers of the
table below by multiplying the applicable price in effect immediately before the adjustment by a fraction (A) whose numerator is the
Conversion Rate in effect immediately before the adjustment; and (B) whose denominator is the adjusted Conversion Rate.
In addition, the Company shall adjust the number of additional shares in the table below in the same manner in which, and for the same
events for which, the Company must adjust the Conversion Rate as described in Section 8(h).

Number of Additional Shares of Common Stock Issuable
per $25.00 Liquidation Preference
Common Stock Share Price
Effective Date
$40.34
$45.00
$50.00
$55.00
$60.00
$65.00
$70.00
$75.00
$80.00
$85.00
$90.00
April 10, 2007
0.1033
0.0784
0.0573
0.0416
0.0297
0.0208
0.0141
0.0091
0.0054
0.0028
0.0011
March 31, 2008
0.1033
0.0768
0.0557
0.0401
0.0284
0.0197
0.0132
0.0083
0.0049
0.0024
0.0008
March 31, 2009
0.1033
0.0746
0.0535
0.0379
0.0265
0.0180
0.0118
0.0072
0.0040
0.0018
0.0004
March 31, 2010
0.1033
0.0721
0.0507
0.0351
0.0237
0.0155
0.0097
0.0056
0.0028
0.0010
0.0000
March 31, 2011
0.1033
0.0698
0.0474
0.0311
0.0196
0.0117
0.0064
0.0030
0.0010
0.0000
0.0000
March 31, 2012
0.1033
0.0693
0.0459
0.0281
0.0143
0.0059
0.0019
0.0000
0.0000
0.0000
0.0000
March 31, 2013
0.1033
0.0693
0.0459
0.0281
0.0143
0.0053
0.0019
0.0000
0.0000
0.0000
0.0000
March 31, 2014
0.1033
0.0693
0.0459
0.0281
0.0143
0.0053
0.0019
0.0000
0.0000
0.0000
0.0000
April 10, 2014
0.1033
0.0693
0.0459
0.0281
0.0143
0.0053
0.0019
0.0000
0.0000
0.0000
0.0000
(v) The exact applicable share price and effective date may not be set forth in the table above, in which case (A) if the actual applicable
share price is between two applicable prices listed in the table above, or the actual effective date is between two dates listed in the
table above, the Company shall determine the number of additional shares by linear interpolation between the numbers of additional
shares set forth for the two applicable prices, or for the two dates based on a 365-day year, as applicable; (B) if the actual applicable price
is greater than $90.00 per share (subject to adjustment), the Company shall not increase the Conversion Rate as described above and no
additional shares shall be issuable upon conversion; and (C) if the actual applicable price is less than $40.34 per share (subject to
adjustment), the Company shall not increase the Conversion Rate as described above and no additional shares shall be issuable upon
conversion.
(vi) The Company shall not increase the Conversion Rate as described in this Section 8(k) of these Articles Supplementary to
the extent the increase will cause the Conversion Rate to exceed 0.6197, provided the Company shall adjust this maximum conversion
rate in the same manner in which, and for the same events for which, the Company must adjust the Conversion Rate as described in
Section 8(h).
​ 

(l)Special Conversion Right of Series C Preferred Stock upon a Fundamental Change; Company Repurchase Right.
(i) On or prior to April 10, 2014, in the event of a Fundamental Change, when the applicable price of Common Stock described in
Section 8(k)(iii) of these Articles Supplementary is less than $40.34 per share, then each holder of Series C Preferred Stock shall have the
special right (the “ Fundamental Change Conversion Right ”), in addition to any other applicable conversion right, to convert some or
all of the Series C Preferred Stock on the relevant Fundamental Change Conversion Date into a number of shares of Common Stock per
$25.00 liquidation preference equal to such liquidation preference plus an amount equal to accrued and unpaid dividends to, but not
including, such Fundamental Change Conversion Date, divided by 98% of the Market Price of Common Stock (the “ Fundamental
Change Conversion Rate ”). The Market Price of Common Stock shall be determined prior to the applicable Fundamental Change
Conversion Date. A holder of Series C Preferred Stock which has elected to convert such shares otherwise than pursuant to the
Fundamental Change Conversion Right shall not be able to exercise the Fundamental Change Conversion Right.
(ii) If a holder of Series C Preferred Stock elects to convert Series C Preferred Stock as described in Section 8(l)(i) of these Articles
Supplementary, the Company may elect, in lieu of that conversion, to repurchase for cash some or all of such Series C Preferred Stock at
a repurchase price (the “Fundamental Change Repurchase Price” ) equal to 100% of the liquidation preference of the Series C Preferred
Stock to be repurchased plus an amount equal to accrued and unpaid dividends to, but not including, such Fundamental Change
Conversion Date, or the Fundamental Change Repurchase Price; provided that if the relevant Fundamental Change Conversion Date is
on a date that is after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, the Company shall pay
such dividends to the holder of record on the corresponding Dividend Record Date, and the Fundamental Change Repurchase Price
shall be equal to 100% of the liquidation preference of the Series C Preferred Stock to be repurchased.

(iii) If the Company elects to repurchase Series C Preferred Stock that would otherwise be converted into Common Stock on a
Fundamental Change Conversion Date, such Series C Preferred Stock shall not be converted into Common Stock and the holder of such
shares shall be entitled to receive the Fundamental Change Repurchase Price in cash from the Company.
(iv) The aggregate number of shares of Common Stock issuable in connection with the exercise of the Fundamental Change
Conversion Right may not exceed 7.3 million shares of Common Stock (or 8.4 million shares of Common Stock if the underwriter of the
Company’s offering of the Series C Preferred Stock exercises its over-allotment option in full) or such other number of shares of
Common Stock as shall then be authorized and available for issuance. If the number of shares of Common Stock issuable upon such
conversion would exceed 7.3 million or 8.4 million shares of Common Stock, as the case may be, or such other number of shares of
Common Stock as shall then be authorized and available for issuance, the Company shall have the option to satisfy the remainder of
such conversion in shares of Common Stock that are authorized for issuance in the future. The Company shall use its best efforts to
have any such additional number of shares of Common Stock authorized for issuance within 180 days of the Fundamental Change
Conversion Date.
(v) Within 15 days after the occurrence of a Fundamental Change, the Company shall provide to the holder of Series C Preferred Stock
and the Company’s transfer agent a notice of the occurrence of the Fundamental Change and of the resulting repurchase right. Such
notice shall state (A) the events constituting the Fundamental Change; (B) the date of the Fundamental Change; (C) the last date on
which the holder of Series C Preferred Stock may exercise the Fundamental Change Conversion Right; (D) to the extent applicable, the
Fundamental Change Conversion Rate and the Fundamental Change Repurchase Price; (E) that the Company may elect to repurchase
some or all of the Series C Preferred Stock as to which the Fundamental Change Conversion Right may be exercised; (F) the method of
calculating the Market Price of Common Stock; (G) the Fundamental Change Conversion Date; (H) the name and address of the paying
agent and the conversion agent; (I) the Conversion Rate and any adjustment to the Conversion Rate that shall result from the
Fundamental Change; (J) that Series C Preferred Stock as to which the Fundamental Change Conversion Right has been exercised may
be converted at the applicable Conversion Rate, if otherwise convertible, only if the notice of exercise of the Fundamental Change
Conversion Right has been properly withdrawn; and (K) the procedures that the holder of Series C Preferred Stock must follow to
exercise the Fundamental Change Conversion Right.
(vi) The Company shall also issue a press release for publication on the Dow Jones & Company, Inc., Business Wire or Bloomberg
Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Trading Day following any date on which the Company provides
such notice to the holders of Series C Preferred Stock.
(vii) The Fundamental Change Conversion Date shall be a date no less than 20 days nor more than 35 days after the date on
which the Company gives the notice described in Section 8(l)(v) of these Articles Supplementary. To exercise the Fundamental Change
Conversion Right, the holder of Series C Preferred Stock shall deliver, on or before the close of business on the Fundamental Change
Conversion Date, the Series C Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice
completed, to the Company’s transfer agent. The conversion notice shall state (A) the relevant Fundamental Change Conversion Date;
(B) the number of Series C Preferred Stock to be converted; and (C) that the Series C Preferred Stock are to be converted pursuant to
the applicable provisions of the Series C Preferred Stock. Notwithstanding the foregoing, if the Series C Preferred Stock is held in
global form, the conversion notice shall comply with applicable DTC procedures.
(viii) Holders of Series C Preferred Stock may withdraw any notice of exercise of its Fundamental Change Conversion Right (in whole
or in part) by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the business day
prior to the Fundamental Change Conversion Date. The notice of withdrawal shall state (A) the number of withdrawn shares of Series C
Preferred Stock; (B) if certificated shares of Series C Preferred Stock have been issued, the certificate numbers of the withdrawn shares of
Series C Preferred Stock; and (C) the number of shares of

the Series C Preferred Stock, if any, which remains subject to the conversion notice. Notwithstanding the foregoing, if the Series C
Preferred Stock is held in global form, the notice of withdrawal shall comply with applicable DTC procedures.
(ix) Series C Preferred Stock as to which the Fundamental Change Conversion Right has been properly exercised and for which the
conversion notice has not been properly withdrawn shall be converted into shares of Common Stock in accordance with the
Fundamental Change Conversion Right on the Fundamental Change Conversion Date, unless the Company has elected to repurchase
such Series C Preferred Stock.
(x) The holder of any shares of Series C Preferred Stock which the Company has elected to repurchase and as to which the
conversion election has not been properly withdrawn shall receive payment of the Fundamental Change Repurchase Price promptly
following the later of the Fundamental Change Conversion Date or the time of book-entry transfer or delivery of the Series C Preferred
Stock. If the paying agent holds cash sufficient to pay the Fundamental Change Repurchase Price of the Series C Preferred Stock on the
business day following the Fundamental Change Conversion Date, then (A) the Series C Preferred Stock shall cease to be outstanding
and dividends shall cease to accrue (whether or not book-entry transfer of the Series C Preferred Stock is made or whether or not the
Series C Preferred Stock certificate is delivered to the Company’s transfer agent); and (B) all of the other rights of the holder of Series C
Preferred Stock shall terminate (other than the right to receive the Fundamental Change Repurchase Price upon delivery or transfer of the
Series C Preferred Stock).
SECTION 9. Record Holders . The Company and its transfer agent may deem and treat the record holder of any Series C Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
SECTION 10. No Maturity or Sinking Fund. The Series C Preferred Stock has no maturity date, and no sinking fund has been
established for the retirement or redemption of Series C Preferred Stock; provided, however, that the Series C Preferred Stock owned by a
stockholder in excess of the Ownership Limit shall be subject to the provisions of Section 5 and Section 7 of these Articles Supplementary.
SECTION 11. Exclusion of Other Rights. The Series C Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
SECTION 12. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall
not affect the interpretation of any of the provisions hereof.
SECTION 13. Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series C Preferred Stock set forth in the Charter and these Articles
Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or
other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of
Series C Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof shall,
nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series C Preferred Stock herein set forth shall be deemed dependent
upon any other provision thereof unless so expressed therein.
SECTION 14. No Preemptive Rights. No holder of Series C Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH: The Series C Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.

FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
SIXTH: These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of Maryland
accepts these Articles Supplementary for record.
SEVENTH: The undersigned Chief Executive Officer of the Company acknowledges these Articles Supplementary to be the corporate act of
the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to
the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made
under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf
by its Chief Executive Officer and attested to by its General Counsel and Assistant Secretary as of the date first written above.
DIGITAL REALTY TRUST, INC.
By:
/s/ Michael F. Foust
Name:Michael F. Foust
Title: Chief Executive Officer
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Joshua A. Mills Name:
Joshua A. Mills
Title: General Counsel and Assistant Secretary
Signature Page to Articles Supplementary

DIGITAL REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST : The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the first two
sentences of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 155,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock, $.01 par
value per share (“Common Stock”), and 30,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”). The
aggregate par value of all authorized shares of stock having par value is $1,550,000.
SECOND : The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing
amendment of the Charter was 120,000,000 shares of stock, consisting of 100,000,000 shares of Common Stock, $.01 par value per share, and
20,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value was
$1,200,000.
THIRD : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment
of the Charter is 155,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock, $.01 par value per share, and 30,000,000 shares
of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $1,550,000.
FOURTH : The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not
changed by the foregoing amendment of the Charter.
FIFTH : The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as
required by law and was limited to a change expressly authorized by Section 2-105(a)(12) of the MGCL without any action by the stockholders of
the Corporation.
SIXTH : The undersigned President acknowledges these Articles of Amendment to be the corporate act of the Corporation and
as to all matters of facts required to be verified under oath, the undersigned President acknowledges that to the best of his knowledge,
information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its
behalf by its Senior Vice President and attested to by its Assistant Secretary on this 30 th day of January, 2008. ATTEST:
DIGITAL REALTY TRUST, INC.
/s/ Joshua Mills
By:
/s/ James Trout
(SEAL)
Name: Joshua Mills
Name:James Trout
Title: Assistant Secretary
Title: Senior Vice President

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 13,800,000 SHARES OF
5.500% SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK FEBRUARY 5,
2008
Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “ Department ”) that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board of Directors ”) by Article IV of the
Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (the “ Charter ”) and Section 2-105 of
the Maryland General Corporation Law (the “ MGCL ”), the Board of Directors, by resolutions duly adopted on January 28, 2008, has
authorized the classification and designation of up to 12,000,000 shares (plus up to an additional 15% to cover any underwriter over-
allotment option) of the authorized but unissued preferred stock of the Company, par value $.01 per share (“ Preferred Stock ”), as a separate
class of Preferred Stock, the issuance of a maximum of 12,000,000 shares (plus up to an additional 15% to cover any underwriter over-
allotment option) of such class of Preferred Stock, and, pursuant to the powers contained in the Bylaws of the Company and the MGCL,
appointed a committee (the “ Committee ”) of the Board of Directors and delegated to the Committee, to the fullest extent permitted by the
MGCL and the Charter and Bylaws of the Company, among other things, all powers of the Board of Directors with respect to (i) setting the
number of shares of the Preferred Stock to be classified and designated, up to a maximum of 12,000,000 shares (plus up to an additional 15% to
cover any underwriter over-allotment option) of Preferred Stock, (ii) choosing the cumulative dividend percentage for the Preferred Stock,
(iii) selecting the dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price per share for the Preferred Stock, (v)
authorizing, approving and filing these Articles Supplementary with the Department, and (vi) authorizing and approving all such other actions as
the Committee may deem necessary or desirable in connection with the classification, authorization, issuance, offer, and sale of the Preferred
Stock.
SECOND: The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class of
Preferred Stock to be known as the “5.500% Series D Cumulative Convertible Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 5.500% Series D Cumulative Convertible Preferred Stock, and authorizing the issuance of
up to 12,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 5.500% Series D Cumulative
Convertible Preferred Stock.
THIRD: The designation, number of shares, preferences, rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, terms and conditions of redemption and other terms and conditions of the separate class of Preferred Stock

2
of the Company designated as 5.500% Series D Cumulative Convertible Preferred Stock are as follows (the “ Series D Terms ”), which upon
any restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate
changes to the enumeration or lettering of Sections or subsections thereof:
SECTION 1. Designation and Number . A series of Preferred Stock, designated the “5.500% Series D Cumulative Convertible Preferred
Stock” (the “ Series D Preferred Stock ”), is hereby established. The number of shares of Series D Preferred Stock shall be 13,800,000.
SECTION 2. Rank . The Series D Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company, rank: (i) senior to all classes or series of the Company’s common stock, par value $.01
per share (the “ Common Stock ”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding
expressly designated as ranking junior to the Series D Preferred Stock as to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company; (ii) on parity with the Series A Cumulative Redeemable Preferred Stock, par value
$0.01 per share, the Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the Series C Cumulative Convertible
Preferred Stock, par value $0.01 per share, of the Company and with any class or series of capital stock of the Company expressly designated
as ranking on parity with the Series D Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution
or winding up of the Company; and
(iii) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series D Preferred Stock as to
dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. The term “ capital stock ”
does not include convertible or exchangeable debt securities, which will rank senior to the Series D Preferred Stock prior to conversion or exchange.
The Series D Preferred Stock will rank junior in right of payment to the Company’s other existing and future debt obligations.
SECTION 3. Dividends .
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series D
Preferred Stock as to dividends, the holders of shares of the Series D Preferred Stock shall be entitled to receive, when, as and if authorized
by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends
at the rate of 5.500% per annum of the $25.00 liquidation preference per share of the Series D Preferred Stock (equivalent to the fixed annual
amount of $1.375 per share of the Series D Preferred Stock). Such dividends shall accrue and be cumulative from and including the first date
on which any shares of Series D Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing March 31, 2008; provided , however , that if any Dividend Payment Date is not a
Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid
on the next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no
interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment

3
Date to such next succeeding Business Day. The amount of any dividend payable on the Series D Preferred Stock for any partial Dividend
Period (as defined below) shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will
be payable to holders of record as they appear in the stockholder records of the Company at the close of business on the applicable Dividend
Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share of Series D
Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to
each other share of Series D Preferred Stock that is outstanding on such date. “ Dividend Record Date ” shall mean the date designated by the
Board of Directors for the payment of dividends that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “
Dividend Payment Date ” shall mean the last calendar day of each March, June, September and December, commencing on March 31, 2008. “
Dividend Period ” shall mean the respective periods commencing on and including the first day of January, April, July and October of each year
and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period,
which shall commence on the Original Issue Date and end on and include March 31, 2008, and other than the Dividend Period during which
any shares of Series D Preferred Stock shall be redeemed pursuant to Section 5, which shall end on and include the day preceding the call
date with respect to the shares of Series D Preferred Stock being redeemed).
The term “ Business Day ” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series D Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment, and no other
distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of Common Stock or
shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series D Preferred
Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the
Series D Preferred Stock as to dividends and upon liquidation) for any period, nor shall any shares of Common Stock or any other shares of
any other class or series of capital stock of the Company ranking, as to dividends or upon liquidation, on parity with or junior to the Series D
Preferred Stock be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a
sinking fund for the redemption of such shares, and no other distribution of cash or other property may be made, directly or indirectly, on or
with respect thereto by the Company (except by conversion into or exchange for other shares of any class or series of capital stock of the
Company ranking junior to the Series D Preferred Stock as to dividends and upon liquidation, and except for the acquisition of shares made
pursuant to the provisions of Article VI of the Charter or Section 7 hereof), unless full cumulative dividends on the Series D Preferred Stock for all
past dividend periods shall have been or contemporaneously

4
are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) upon the Series D Preferred
Stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series D Preferred Stock, all
dividends declared upon the Series D Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity
with the Series D Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series D Preferred Stock
and such other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the
Series D Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on
such other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series D Preferred Stock which may be in arrears.
(e) Holders of shares of Series D Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
stock, in excess of full cumulative dividends on the Series D Preferred Stock as provided herein. Any dividend payment made on the Series D
Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remains
payable. Accrued but unpaid distributions on the Series D Preferred Stock will accumulate as of the Dividend Payment Date on which they
first become payable.
SECTION 4. Liquidation Preference .
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, before any distribution or
payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to
rights upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, junior to the Series D Preferred
Stock, the holders of shares of Series D Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for
distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of
$25.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of
payment. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the
corresponding amounts payable on all shares of other classes or series of capital stock of the Company ranking, as to liquidation rights, on
parity with the Series D Preferred Stock in the distribution of assets, then the holders of the Series D Preferred Stock and each such other class
or series of shares of capital stock ranking, as to voluntary or involuntary liquidation rights, on parity with the Series D Preferred Stock shall
share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively
entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Company, stating the payment date
or dates when, and the place or places where, the

5
amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 or more
than 60 days prior to the payment date stated therein, to each record holder of shares of Series D Preferred Stock at the respective addresses of
such holders as the same shall appear on the stock transfer records of the Company. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series D Preferred Stock will have no right or claim to any of the remaining assets of the
Company. The consolidation or merger of the Company with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer
or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation,
dissolution or winding up of the affairs of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the
Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series
D Preferred Stock shall not be added to the Company’s total liabilities.
SECTION 5. Redemption .
(a) The Company shall have the right to redeem shares of the Series D Preferred Stock in order to preserve the Company’s status as a REIT
for federal tax purposes, in whole or in part, at any time or from time to time, for cash at a redemption price equal to 100% of the liquidation
preference of the Series D Preferred Stock to be redeemed plus an amount equal to all accrued and unpaid dividends up to, but not including,
the date fixed for redemption, without interest; provided that if the redemption date is on a date that is after a Dividend Record Date and on
or prior to the corresponding Dividend Payment Date, the Company shall pay such dividends to the holder of record of such shares of
Series D Preferred Stock on the Dividend Record Date, and the redemption price shall be equal to 100% of the liquidation preference of the
Series D Preferred Stock to be redeemed.
(b) If fewer than all of the outstanding shares of Series D Preferred Stock are to be redeemed, the shares of Series D Preferred Stock to be
redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) by lot or by any other equitable
method determined by the Company that will not result in a violation of the Ownership Limit and the Aggregate Stock Ownership Limit (each,
as defined in Section 7(a)). If redemption is to be by lot and, as a result, any holder of shares of Series D Preferred Stock would have actual
ownership, Beneficial Ownership or Constructive Ownership (each, as defined in Section 7(a)) in excess of the Ownership Limit (as defined in
Section 7(a)), the Aggregate Stock Ownership Limit or
such other limit as permitted by the Board of Directors or the Committee pursuant to Section 7(i) because such holder’s shares of Series D
Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Company shall redeem the
requisite number of shares of Series D Preferred Stock of such holder such that no holder will hold an amount of Series D Preferred Stock in
excess of the applicable ownership limit subsequent to such redemption. Holders of Series D Preferred Stock to be redeemed shall surrender
such Series D Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25.00 per share and any
accrued and unpaid dividends

payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series D Preferred Stock has been given,
(ii) the funds necessary for such redemption have been set aside by the Company in trust for the benefit of the holders of any shares of
Series D Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all
accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such shares of Series D Preferred
Stock, such shares of Series D Preferred Stock shall no longer be deemed outstanding, and all rights of the holders of such shares shall
terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without
interest. So long as no dividends are in arrears, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time
to time, either at a public or a private sale, all or any part of the Series D Preferred Stock at such price or prices as the Company may
determine, subject to the provisions of applicable law, including the repurchase of shares of Series D Preferred Stock in open-market
transactions duly authorized by the Board of Directors.
(c) [Intentionally Omitted.]
(d) [Intentionally Omitted.]
(e) [Intentionally Omitted.]
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series
D Preferred Stock at the close of business on such Dividend Record Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each
holder of Series D Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end
of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the
Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series D Preferred Stock for which a notice of
redemption has been given.
(g) All shares of the Series D Preferred Stock redeemed or repurchased pursuant to this Section 5 shall be retired and shall be restored
to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class.
(h) The Series D Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided, however, that the Series D Preferred Stock owned by a stockholder in excess of the Ownership Limit shall be subject to the
provisions of this Section 5 and Section 7 of these Articles Supplementary.
SECTION 6. Voting Rights .
(a) Holders of the Series D Preferred Stock shall not have any voting rights, except as set forth in this Section 6.
(b) Whenever dividends on any shares of Series D Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “Preferred Dividend
6

7
Default ”), the holders of such Series D Preferred Stock (voting together as a single class with all other classes or series of preferred
stock of the Company upon which like voting rights have been conferred and are exercisable (“ Parity Preferred ”), including the Series A
Cumulative Redeemable Preferred Stock, the Series B Cumulative Redeemable Preferred Stock and the Series C Cumulative Convertible
Preferred Stock of the Company) shall be entitled to vote for the election of a total of two additional directors of the Company (the “ Preferred
Directors ”) until all dividends accumulated on such Series D Preferred Stock and Parity Preferred for the past dividend periods shall have
been fully paid or declared and a sum sufficient for the payment thereof set aside for payment. In such case, the entire Board of
Directors will be increased by two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualifies or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification or removal. The election will take place at (i) either (a) a special
meeting called in accordance with Section 6(d) below if the request is received more than 90 days before the date fixed for the Company’s next
annual or special meeting of stockholders or (b) the next annual or special meeting of stockholders if the request is received within 90 days of the
date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of stockholders, or
special meeting held in place thereof, until all such dividends in arrears on the Series D Preferred Stock and each such class or series of
outstanding Parity Preferred have been paid in full. A dividend in respect of Series D Preferred Stock shall be considered timely made if made
within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be any prior
quarterly dividend periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series D Preferred Stock and Parity Preferred, a special meeting of the
holders of Series D Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice of such
special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining holders of
the Series D Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of business on the
third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders of the Series D
Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be entitled to elect
two directors on the basis of one vote per $25.00 of liquidation preference to which such Series D Preferred Stock and Parity Preferred are
entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders of
one-third of the Series D Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person or by proxy, will
constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which holders of
the Series D Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they appear in
the transfer records. At any such meeting or adjournment thereof in the absence of a

8
quorum, subject to the provisions of any applicable law, a majority of the holders of the Series D Preferred Stock and Parity Preferred voting
as a single class present in person or by proxy shall have the power to adjourn the meeting for the election of the Preferred Directors, without
notice other than an announcement at the meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of
a special meeting has been given but before such special meeting has been held, the Company shall, as soon as practicable after such
termination, mail or cause to be mailed notice of such termination to holders of the Series D Preferred Stock and the Parity Preferred that
would have been entitled to vote at such special meeting.
(e) If and when all accumulated dividends on such Series D Preferred Stock and all classes or series of Parity Preferred for the past
dividend periods shall have been fully paid or declared and a sum sufficient for the payment thereof set aside for payment, the right of the
holders of Series D Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in
the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire
Board of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and
shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series D Preferred Stock and the
Parity Preferred entitled to vote thereon when they have the voting rights set forth in Section 6(b) (voting as a single class). So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding Series D Preferred
Stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of
the Preferred Directors shall be entitled to one vote on any matter.
(f) So long as any shares of Series D Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds
of the shares of Series D Preferred Stock and each other class or series of preferred stock ranking on parity with the Series D Preferred
Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company
upon which like voting rights have been conferred outstanding at the time, given in person or by proxy, either in writing or at a meeting
(voting as a single class) will be required to: (i) authorize, create or issue, or increase the number of authorized or issued shares of, any class or
series of capital stock ranking senior to the Series D Preferred Stock with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up of the affairs of the Company or reclassify any authorized shares of capital stock of the Company into
such capital stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such capital
stock; or (ii) amend, alter or repeal the provisions of the Charter or the terms of the Series D Preferred Stock, whether by merger,
consolidation, transfer or conveyance of all or substantially all of its assets or otherwise (an “ Event ”), so as to materially and adversely
affect any right, preference, privilege or voting power of the Series D Preferred Stock; provided however , with respect to the occurrence of
any of the Events set forth in (ii) above, so long as the Series D Preferred Stock remains outstanding with the terms thereof materially unchanged,
taking into account that, upon the occurrence of an Event, the Company may not be the surviving entity, the occurrence of such Event shall
not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of Series D Preferred Stock, and in
such case such holders shall not have any

voting rights with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the Series D Preferred
Stock receive the greater of the full trading price of the Series D Preferred Stock on the date of an Event set forth in (ii) above or the $25.00
liquidation preference per share of the Series D Preferred Stock pursuant to the occurrence of any of the Events set forth in (ii) above, then
such holders shall not have any voting rights with respect to the Events set forth in (ii) above. Holders of shares of Series D Preferred Stock
shall not be entitled to vote with respect to: (a) any increase in the total number of authorized shares of Common Stock or Preferred Stock of the
Company, or (b) any increase in the number of authorized shares of Series D Preferred Stock or the creation or issuance of any other class or
series of capital stock, or (c) any increase in the number of authorized shares of any other class or series of capital stock, in each case referred
to in clause (a), (b) or (c) above ranking on parity with or junior to the Series D Preferred Stock with respect to the payment of dividends and
the distribution of assets upon liquidation, dissolution or winding up of the Company. Except as set forth herein, holders of the Series D Preferred
Stock shall not have any voting rights with respect to, and the consent of the holders of the Series D Preferred Stock shall not be required for,
the taking of any corporate action, including an Event, regardless of the effect that such corporate action or Event may have upon the powers,
preferences, voting power or other rights or privileges of the Series D Preferred Stock.
(g) The foregoing voting provisions of this Section 6 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series D Preferred Stock shall have been redeemed or called for
redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption.
(h) In any matter in which the Series D Preferred Stock may vote (as expressly provided herein), each share of Series D Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
SECTION 7. Restrictions on Ownership and Transfer to Preserve Tax Benefit .
(a) Definitions . For the purposes of Section 5 and this Section 7 of these Articles Supplementary, the following terms shall have the
following meanings:
“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article 6 of the Charter.
“ Beneficial Ownership ” shall mean ownership of Series D Preferred Stock by a Person who is or would be treated as an owner of such
Series D Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by Sections 856
(h)(1) (b) and 856 (h)(3) of the Code. The terms “ Beneficial Owner ,” “ Beneficially Owns ” and “Beneficially Owned” shall have the
correlative meanings.
“ Capital Stock ” has the meaning set forth in Article 6 of the Charter.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 7(c)(vi) of these Articles
Supplementary, each of which shall be an organization described in Sections 170(b)(1)(a), 170(c)(2) and 501(c)(3) of the Code.

9
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All Section references to the Code shall include any successor
provisions thereof as may be adopted from time to time.
“ Common Stock Ownership Limit” has the meaning set forth in Article 6 of the Charter.
“ Constructive Ownership ” shall mean ownership of Series D Preferred Stock by a Person who is or would be treated as an owner of such
Series D Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by Section 856(d)
(5) of the Code. The terms “ Constructive Owner ,” “ Constructively Owns ” and “ Constructively Owned ” shall have the correlative meanings.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the meaning of
Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code
shall be excluded from this definition.
“ IRS ” means the United States Internal Revenue Service.
“ Market Price ” shall mean the last reported sales price reported on the NYSE of the Series D Preferred Stock on the Trading Day
immediately preceding the relevant date, or if the Series D Preferred Stock is not then traded on the NYSE, the last reported sales price of the
Series D Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange or quotation system over
which the Series D Preferred Stock may be traded, or if the Series D Preferred Stock is not then traded over any exchange or quotation system,
the market price of the Series D Preferred Stock on the relevant date as determined in good faith by the Board of Directors of the Company.
“ NYSE ” means the New York Stock Exchange, Inc.
“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Series
D Preferred Stock of the Company. The number and value of shares of outstanding Series D Preferred Stock of the Company shall be determined
by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under
Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include an underwriter acting in a capacity
as such in a public offering of shares of Series D Preferred Stock provided that the ownership of such shares of Series D Preferred Stock by
such underwriter would not result in the Company being “closely held” within the meaning of Section 856(h) of the Code, or otherwise result in
the Company failing to qualify as a REIT.
“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 7(b)(ii) of these

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Articles Supplementary, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Series D
Preferred Stock for another Person who is the beneficial transferee or beneficial owner of such shares, in which case the Purported Beneficial
Transferee shall be such Person.
“ Purported Record Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 7(b)(ii) of these Articles Supplementary, the record holder of the Series D Preferred Stock if such Transfer had
been valid under Section 7(b)(i) of these Articles Supplementary.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of Directors of the Company
determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series D Preferred Stock as well as
any other event that causes any Person to Beneficially Own or Constructively Own Series D Preferred Stock, including
(i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series D Preferred Stock or (ii) the
sale, transfer, assignment or other disposition of any securities (or rights) convertible into or exchangeable for Series D Preferred Stock, whether
voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively (including but not limited
to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of Series D Preferred Stock), and
whether such transfer has occurred by operation of law or otherwise.
“ Trust ” shall mean each of the trusts provided for in Section 7(c) of these Articles Supplementary.
“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers.
(i) Prior to the Restriction Termination Date, but subject to Section 7(l):
(A) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Beneficially Own Series D Preferred
Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Capital Stock in excess of the Aggregate
Stock Ownership Limit;
(B) except as provided in Section 7(i) of these Articles Supplementary, (1) no Person shall Constructively Own Series D Preferred
Stock in excess of the Ownership Limit and (2) no Person shall Constructively own shares of Capital Stock in excess of the Aggregate
Stock Ownership Limit;

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(C) except as provided in Section 7(i) of these Articles Supplementary, no Person shall Beneficially or Constructively Own
Series D Preferred Stock which, taking into account the Common Stock of the Company into which it is convertible and any other
Common Stock of the Company Beneficially or Constructively owned by such Person, would result in the Person’s ownership of
Common Stock in violation of the Common Stock Ownership Limit;
(D) no Person shall Beneficially Own or Constructively Own Series D Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely
held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that
is described in Section 856(d)(2)(b) of the Code if the income derived by the Company (either directly or indirectly through one or
more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section
856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series D Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, (i) then that
number of shares of Series D Preferred Stock that otherwise would cause such Person to violate Section 7(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 7(c), effective as of the close of business on the Business Day prior to the date of such Transfer or
other event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (ii) if, for any reason, the transfer
to the Trust described in clause (i) of this sentence is not automatically effective as provided therein to prevent any Person from
Beneficially or Constructively Owning Series D Preferred Stock in violation of Section 7(b)(i) of these Articles Supplementary, then the
Transfer of that number of shares of Series D Preferred Stock that otherwise would cause any Person to violate Section 7(b)(i) shall be void ab
initio, and the Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 7(l) and prior to the Restriction Termination Date, any Transfer of Series D Preferred Stock that, if effective,
would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series D Preferred Stock.
(c) Transfers of Series D Preferred Stock in Trust.
(i) Upon any purported Transfer or other event described in Section 7(b)(ii) of these Articles Supplementary, such Series D
Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of
one or more Charitable Beneficiaries. Such transfer to the Trustee shall be

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deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in a
transfer to the Trust pursuant to Section 7(b)(ii). The Trustee shall be appointed by the Company and shall be a Person unaffiliated with
the Company, any Purported Beneficial Transferee or any Purported Record Transferee. Each Charitable Beneficiary shall be designated by
the Company as provided in Section 7(c)(vi) of these Articles Supplementary.
(ii) Series D Preferred Stock held by the Trustee shall be issued and outstanding Series D Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series D Preferred Stock held
by the Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any
shares held in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable
to the shares of Series D Preferred Stock held in the Trust.
(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series D Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series D Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but
unpaid shall be paid when due to the Trustee with respect to such Series D Preferred Stock. Any dividends or distributions so paid over
to the Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee
shall have no voting rights with respect to the Series D Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date
the Series D Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i)
to rescind as void any vote cast by a Purported Record Transferee with respect to such Series D Preferred Stock prior to the discovery
by the Company that the Series D Preferred Stock has been transferred to the Trustee and (ii) to recast such vote in accordance with the
desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken
irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other
provision of these Articles Supplementary to the contrary, until the Company has received notification that the Series D Preferred Stock
has been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other stockholder records for purposes
of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise
conducting votes of stockholders.
(iv) Within twenty (20) days of receiving notice from the Company that shares of Series D Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series D Preferred Stock held in the Trust to a Person, designated by the Trustee,
whose ownership of the shares of Series D Preferred Stock will not violate the ownership limitations set forth in Section 7(b)(i). Upon such
sale, the interest of the Charitable Beneficiary in the shares of Series D Preferred Stock sold shall

terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and to the Charitable
Beneficiary as provided in this Section 7(c)(iv). The Purported Record Transferee shall receive the lesser of (i) the price paid by the
Purported Record Transferee for the shares of Series D Preferred Stock in the transaction that resulted in such transfer to the Trust (or,
if the event which resulted in the transfer to the Trust did not involve a purchase of such shares of Series D Preferred Stock at Market
Price, the Market Price of such shares of Series D Preferred Stock on the day of the event which resulted in the transfer of such shares of
Series D Preferred Stock to the Trust) and (ii) the price per share received by the Trustee (net of any commissions and other expenses of
sale) from the sale or other disposition of the shares of Series D Preferred Stock held in the Trust. The Trustee may reduce the amount
payable to the Purported Record Transferee by the amount of dividends and distributions which have been paid to the Purported Record
Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to Section 7(c)(iii). Any net sales proceeds in
excess of the amount payable to the Purported Record Transferee shall be immediately paid to the Charitable Beneficiary together with
any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of such Series D Preferred Stock
have been transferred to the Trustee, such shares of Series D Preferred Stock are sold by a Purported Record Transferee then (i) such
shares of Series D Preferred Stock shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Purported
Record Transferee received an amount for such shares of Series D Preferred Stock that exceeds the amount that such Purported Record
Transferee was entitled to receive pursuant to this Section 7(c)(iv), such excess shall be paid to the Trustee upon demand.
(v) Series D Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per share equal to the lesser of (i) the price paid by the Purported Record Transferee for the shares of Series D
Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did
not involve a purchase of such shares of Series D Preferred Stock at Market Price, the Market Price of such shares of Series D Preferred
Stock on the day of the event which resulted in the transfer of such shares of Series D Preferred Stock to the Trust) and (ii) the Market
Price on the date the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record
Transferee by the amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the
Purported Record Transferee to the Trustee pursuant to Section 7(c)(iii). The Company shall have the right to accept such offer until the
Trustee has sold the shares of Series D Preferred Stock held in the Trust pursuant to Section 7(c)(iv). Upon such a sale to the Company,
the interest of the Charitable Beneficiary in the shares of Series D Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and any dividends or other distributions held by the Trustee with respect to
such Series D Preferred Stock shall thereupon be paid to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series D Preferred Stock held in the Trust would not violate the restrictions set forth
in Section 7(b)(i) in the hands of such Charitable Beneficiary.

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(d) Remedies For Breach . If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any
time determine in good faith that a Transfer or other event has taken place in violation of Section 7(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series D Preferred Stock of the Company in violation of Section
7(b) of these Articles Supplementary, the Board of Directors or the Committee or other designees if permitted by the MGCL shall take such
action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem
shares of Series D Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin
such Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or
Beneficial Ownership) in violation of Section 7(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as
described in Section 7(b)(ii) and any Transfer in violation of Section 7(b)(iii) shall automatically be void ab initio irrespective of any action (or
non-action) by the Board of Directors.
(e) Notice of Restricted Transfer . Any Person who acquires or attempts to acquire shares of Series D Preferred Stock in violation of Section
7(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results
under Section 7(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall provide to
the Company such other information as the Company may request in order to determine the effect, if any of such Transfer or attempted
Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information . Prior to the Restriction Termination Date each Person who is a beneficial owner or
Beneficial Owner or Constructive Owner of Series D Preferred Stock and each Person (including the stockholder of record) who is holding
Series D Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that
the Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited . Nothing contained in these Articles Supplementary (but subject to Section 7(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and
the interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 7 of these Articles Supplementary,
including any definition contained in Section 7(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 7 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 7(l) of these Articles
Supplementary). In the event Section 7 requires an action by the Board of Directors and these Articles Supplementary fail to provide specific
guidance with respect to such action, the Board of Directors shall have the power to

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determine the action to be taken so long as such action is not contrary to the provisions of Section 7. Absent a decision to the contrary by
the Board of Directors (which the Board of Directors may make in its sole and absolute discretion), if a Person would have (but for the
remedies set forth in Section 7(b)) acquired Beneficial or Constructive Ownership of Series D Preferred Stock in violation of Section 7(b)(i), such
remedies (as applicable) shall apply first to the shares of Series D Preferred Stock which, but for such remedies, would have been actually
owned by such Person, and second to shares of Series D Preferred Stock, which, but for such remedies, would have been Beneficially Owned
or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Series D
Preferred Stock based upon the relative number of the shares of Series D Preferred Stock held by each such Person.
(i) Exceptions.
(i) Subject to Section 7(b)(i)(D), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series D Preferred Stock in violation of Section 7(b)(i)(A) or Section 7(b)(i)
(C) if the Board of Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital
Stock to violate the Aggregate Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under
the Code.
(ii) Subject to Section 7(b)(i)(D), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Constructively Owning shares of Series D Preferred Stock in violation of Section 7(b)(i)(B) or
Section 7(b)(i)(C) if the Board of Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under
the Code.
(iii) Subject to Section 7(b)(i)(D) and the remainder of this Section 7(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided, however, that the decreased Ownership Limit will not be effective for any Person whose
percentage ownership of Series D Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person’s
percentage of Series D Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series D
Preferred Stock in excess of such percentage ownership of Series D Preferred Stock will be in violation of the Ownership Limit, and,
provided further, that the new Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the
outstanding capital stock of the Company.
(iv) In granting a person an exemption under Section 7(i)(i) or (ii) above, the Board of Directors may require such Person to
make certain representations or undertakings or to agree that any violation or attempted violation of such representations or
undertakings (or other action which is contrary to the restrictions contained in Section 7(b) of these Articles Supplementary) will result
in such Series D Preferred Stock being transferred to a Trust in accordance with Section 7(b)(ii) of these Articles Supplementary. In granting
any exception pursuant to Section 7(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or
an opinion

of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or
advisable in order to determine or ensure the Company’s status as a REIT.
(j)Legends . Each certificate for Series D Preferred Stock shall bear substantially the following legends in addition to any legends required
to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON STOCK
AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE
PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE ISSUANCE OF
SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING POWERS,
RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND
CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE
AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS AND SERIES, (i) THE DIFFERENCES IN
THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE
AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS
FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF 5.500% SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK (“SERIES D PREFERRED STOCK”)
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP
AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT
TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER
RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES D PREFERRED
STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S SERIES D PREFERRED
STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE
OUTSTANDING SERIES D PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY
OWN SHARES OF THE COMPANY’S CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S
OUTSTANDING CAPITAL STOCK; (iii) NO PERSON

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MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES D PREFERRED STOCK THAT, TAKING INTO ACCOUNT THE COMPANY
COMMON STOCK INTO WHICH IT IS CONVERTIBLE AND ANY OTHER COMMON STOCK OF THE COMPANY BENEFICIALLY
OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN SUCH PERSON’S OWNERSHIP OF COMMON STOCK IN
EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING
COMMON STOCK OF THE COMPANY; (iv) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES D PREFERRED
STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY
OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE
OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (v) NO PERSON MAY TRANSFER SERIES D
PREFERRED STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING OWNED BY
FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO
BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES D PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO
BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES D PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST
IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE
SERIES D PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY
TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN
ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF
DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR
OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF
CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB
INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES D
PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME
MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND
OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES D PREFERRED STOCK ON REQUEST AND WITHOUT
CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL
OFFICE.”
(k) Severability . If any provision of this Section 7 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the determination of such court.
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(l)NYSE . Nothing in this Section 7 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series D Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 7 after
such settlement.
(m)Applicability of Section 7 . The provisions set forth in this Section 7 shall apply to the Series D Preferred Stock notwithstanding any
contrary provisions of the Series D Preferred Stock provided for elsewhere in these Articles Supplementary.
SECTION 8. Conversion Rights .
(a) Definitions . For the purposes of this Section 8 of these Articles Supplementary, the following terms shall have the following
meanings:
“ Closing Sale Price ” per share of Common Stock on any date means the closing sale price per share (or, if no closing sale price is reported,
the average of the bid and asked prices or, if more than one in either case, the average of the average bid and the average asked prices) on such
date as reported by the NYSE or, if the Common Stock is not reported by the NYSE, in composite transactions for the principal other U.S.
national or regional securities exchange on which the Common Stock is traded. If the Common Stock is not listed for trading on a U.S.
national or regional securities exchange on the relevant date, the “Closing Sale Price” will be the last quoted bid price for the Common Stock
in the over-the-counter market on the relevant date as reported by the National Quotation Bureau Incorporated or similar organization. If the
Common Stock is not so quoted, the “Closing Sale Price” will be the average of the mid-point of the last bid and asked prices for the Common
Stock on the relevant date from each of at least three independent nationally recognized investment banking firms selected by the Company
for this purpose.
“ Conversion Date ” has the meaning set forth in Section 8(b)(ii) of these Articles Supplementary.
“ Conversion Option ” means the Company’s option to convert some or all of the Series D Preferred Stock into that number of shares of
Common Stock that are issuable at the then-applicable conversion rate as described in Section 8(c) of these Articles Supplementary.
“ Conversion Price ” per share of Series D Preferred Stock as of any date means the liquidation preference of such share of Series D
Preferred Stock divided by the then applicable Conversion Rate.
“ Conversion Rate ” means initially 0.5955 shares of Common Stock per $25.00 liquidation preference, subject to adjustment in certain
events as set forth in this Section 8 of these Articles Supplementary.
“ DTC ” means The Depository Trust Company or any successor entity.

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“ Fundamental Change ” shall be deemed to have occurred at such time as:
(i) the consummation of any transaction or event (whether by means of a share exchange or tender offer applicable to Common
Stock, a liquidation, consolidation, recapitalization, reclassification, combination or merger of the Company or a sale, lease or other
transfer of all or substantially all of its consolidated assets) or a series of related transactions or events pursuant to which all of the
outstanding shares of Common Stock are exchanged for, converted into or constitutes solely the right to receive cash, securities or other
property more than 10% of which consists of cash, securities or other property that are not, or upon issuance will not be, traded on a
national securities exchange;
(ii) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended, whether or not applicable), other than the Company, the Company’s operating partnership subsidiary, Digital Realty
Trust, L.P. (the “ Operating Partnership ”) or any of the Company’s or the Operating Partnership’s majority-owned subsidiaries or any
employee benefit plan of the Company, the Operating Partnership or such subsidiary, is or becomes the “beneficial owner,” directly or
indirectly, of more than 50% of the total voting power in the aggregate of all classes of the Company’s capital stock of then outstanding
entitled to vote generally in elections of directors (for the avoidance of doubt the ownership of limited partnership units of the
Operating Partnership shall not be deemed to constitute beneficial ownership of the Company’s capital stock); or
(iii) during any period of 12 consecutive months after the date of original issuance of the Series D Preferred Stock, persons who at
the beginning of such 12 month period constituted the Company’s board of directors, together with any new persons whose election was
approved by a vote of a majority of the persons then still comprising the Company’s board of directors who were either members of
the board of directors at the beginning of such period or whose election, designation or nomination for election was previously so
approved, cease for any reason to constitute a majority of the Company’s board of directors.
“ Fundamental Change Conversion Right ” has the meaning set forth in Section 8(l)(i) of these Articles Supplementary.
“ Market Price ” means, with respect to any Fundamental Change Conversion Date, the average of the Closing Sale Prices of the
Common Stock for the ten consecutive Trading Days ending on the third Trading Day prior to the Fundamental Change Conversion Date,
appropriately adjusted to take into account the occurrence, during the period commencing on the first Trading Day of such ten Trading Day
period and ending on the Fundamental Change Conversion Date of any event requiring an adjustment of the Conversion Rate as described
under Section 8(h); provided that in no event shall the market price be less than
$0.01, subject to adjustment for share splits and combinations, reclassifications and similar events. “ NYSE ”
means the New York Stock Exchange, Inc.
“ SEC ” means the U.S. Securities and Exchange Commission.

“ Trading Day ” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not quoted on the
NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the Common Stock
is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the principal other market on which the
Common Stock is then traded or quoted.
(b) Conversion at Holder’s Option .
(i) Holders of shares of Series D Preferred Stock, at their option, may, at any time and from time to time, convert some or all of their
outstanding shares of Series D Preferred Stock into Common Stock at the then applicable Conversion Rate.
(ii) The Company shall not issue fractional shares of Common Stock upon the conversion of shares of Series D Preferred Stock.
Instead, the Company shall pay the cash value of such fractional shares based upon the Closing Sale Price of its Common Stock on the
Trading Day (as defined in this Section 8) immediately prior to (A) the date on which the certificate or certificates representing the shares
of Series D Preferred Stock to be converted are surrendered, accompanied by a written notice of conversion and any required transfer
taxes (the “ Conversion Date ”), or (B) the effective date for the Company’s Conversion Option, as the case may be.
(iii) A holder of shares of Series D Preferred Stock is not entitled to any rights of a common stockholder of the Company until such
holder of shares of Series D Preferred Stock has converted its shares of Series D Preferred Stock or unless the Company has
exercised its Conversion Option, and only to the extent the shares of Series D Preferred Stock are deemed to have been converted into
shares of Common Stock under these Articles Supplementary.
(iv) Notwithstanding anything herein to the contrary, holders of shares of Series D Preferred Stock may not convert their
outstanding shares of Series D Preferred Stock into Common Stock if such conversion would cause the holder to violate the Aggregate
Stock Ownership Limit or Common Stock Ownership Limit or otherwise result in the Company failing to qualify as a REIT.
(v) Conversion Procedures . Holders of shares of Series D Preferred Stock may convert some or all of their shares by surrendering to
the Company at its principal office or at the office of its transfer agent, as may be designated by the Board of Directors, the certificate or
certificates for the shares of Series D Preferred Stock to be converted, accompanied by a written notice stating that the holder of shares of
Series D Preferred Stock elects to convert all or a specified whole number of those shares in accordance with the provisions described in
this Section 8 and specifying the name or names in which the holder of shares of Series D Preferred Stock wishes the certificate or
certificates for the shares of Common Stock to be issued. If the notice specifies a name or names other than the name of the holder of
shares of Series D Preferred Stock, the notice shall be accompanied by payment of all transfer taxes payable upon the issuance of shares
of Common Stock in that name or names. Other than such transfer taxes, the

21
Company shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery
of shares of Common Stock upon conversion of shares of Series D Preferred Stock. The date on which the Company has received all of
the surrendered certificate or certificates, the notice relating to the conversion and payment of all required transfer taxes, if any, or the
demonstration to the Company’s satisfaction that those taxes have been paid, shall be deemed the Conversion Date with respect to a
share of Series D Preferred Stock. As promptly as practicable after the Conversion Date with respect to any shares of Series D Preferred
Stock, the Company shall deliver or cause to be delivered
(A) certificates representing the number of validly issued, fully paid and non-assessable shares of Common Stock to which the holders
of shares of such Series D Preferred Stock, or the transferee of the holder of such shares of Series D Preferred Stock, shall be entitled
and (B) if less than the full number of shares of Series D Preferred Stock represented by the surrendered certificate or certificates is being
converted, a new certificate or certificates, of like tenor, for the number of shares represented by the surrendered certificate or
certificates, less the number of shares being converted. This conversion shall be deemed to have been made at the close of business on
the Conversion Date so that the rights of the holder of shares of Series D Preferred Stock as to the shares being converted shall cease
except for the right to receive the conversion value, and, if applicable, the person entitled to receive shares of Common Stock shall be
treated for all purposes as having become the record holder of those shares of Common Stock at that time on that date.
(vi) In lieu of the foregoing procedures, if the Series D Preferred Stock is held in global certificate form, the holder of shares of
Series D Preferred Stock must comply with the procedures of DTC to convert its beneficial interest in respect of the Series D Preferred
Stock represented by a global stock certificate of the Series D Preferred Stock.
(vii) If any shares of Series D Preferred Stock are to be converted pursuant to the Company’s Conversion Option, the right of a
holder of such to voluntarily convert those shares of Series D Preferred Stock shall terminate if the Company has not received the
conversion notice of such holder of such shares of Series D Preferred Stock by 5:00 p.m., New York City time, on the business day
immediately preceding the date fixed for conversion pursuant to the Company’s Conversion Option.
(viii) If more than one share of Series D Preferred Stock is surrendered for conversion by the same holder at the same time, the
number of whole shares of Common Stock issuable upon conversion of those shares of Series D Preferred Stock shall be computed on
the basis of the total number of shares of Series D Preferred Stock so surrendered.
(c) Company Conversion Option .
(i) On or after February 6, 2013, the Company may exercise its Conversion Option, as described below, but only if (A) the Closing
Sale Price of the Common Stock equals or exceeds 130% of the then-applicable Conversion Price per share of the Series D Preferred Stock
for at least 20 Trading Days in a period of 30 consecutive Trading Days (including the last Trading Day of such period) ending on the
Trading Day immediately

22
23
prior to the Company’s issuance of a press release announcing the exercise of its Conversion Option as described below in paragraph
(iii); and (B) on or prior to the Effective Date of the exercise of its Conversion Option, the Company has either declared and paid, or
declared and set apart for payment, any unpaid dividends that are in arrears on the Series D Preferred Stock.
(ii) If the Company converts less than all of the outstanding shares of Series D Preferred Stock, the Company’s transfer agent shall
select the shares by lot, on a pro rata basis or in accordance with any other method the transfer agent considers fair and appropriate. The
Company may convert the Series D Preferred Stock only in a whole number of shares of Series D Preferred Stock. If a portion of a holder’s
Series D Preferred Stock is selected for partial conversion by the Company and the holder converts a portion of such Series D Preferred
Stock, the number of shares of Series D Preferred Stock subject to conversion by the Company shall be reduced by the number of
shares that the holder converted.
(iii) To exercise its Conversion Option described above, the Company shall issue a press release for publication on the Dow Jones
& Company, Inc., Business Wire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of
such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to
the public) prior to the opening of business on the first Trading Day following any date on which the conditions described in Section
8(c)(i) are met, announcing such conversion. The Company shall also give notice by mail or by publication (with subsequent prompt
notice by mail) to holders of shares of Series D Preferred Stock (not more than four Trading Days after the date of the press release)
and, if required by the rules and regulations of the SEC, the Company shall file a Current Report on Form 8-K (or make such other filing on
an appropriate form as may be permitted by the rules and regulations of the SEC), of the exercise of the Company’s Conversion Option
announcing its intention to convert Series D Preferred Stock. The Effective Date for the Company’s Conversion Option shall be the date
that is five Trading Days after the date on which the Company issues such press release.
(iv) In addition to any information required by applicable law or regulation, the press release and notice of the exercise of the
Company’s Conversion Option referred to in paragraph (iii) above shall state, as appropriate: (A) the Effective Date for its Conversion
Option; (B) the number of shares of Common Stock to be issued upon conversion of each share of Series D Preferred Stock; (C) the
number of shares of Series D Preferred Stock to be converted; and (D) that dividends on the shares of Series D Preferred Stock to be
converted shall cease to accrue on the Effective Date for the Company’s Conversion Option (and no dividends on such converted shares
shall be payable except as provided in these Articles Supplementary).
(d) Reservation of Shares . The Company shall at all times reserve and keep available, free from preemptive rights out of the Company’s
authorized but unissued shares of capital stock, for issuance upon the conversion of shares of Series D Preferred Stock, a number

24
of the Company’s authorized but unissued shares of Common Stock that shall from time to time be sufficient to permit the conversion of all
outstanding shares of Series D Preferred Stock.
(e) Compliance with Laws; Validity, etc., of Common Stock . Before the delivery of any securities upon conversion of shares of Series D
Preferred Stock, the Company shall comply with all applicable federal and state laws and regulations. All shares of Common Stock delivered upon
conversion of shares of Series D Preferred Stock shall, upon delivery, be duly and validly issued, fully paid and non-assessable, free of all
liens and charges and not subject to any preemptive rights.
(f) Payment of Dividends Upon Conversion; Optional Conversion .
(i) If a holder of shares of Series D Preferred Stock exercises its conversion rights, upon delivery of the shares of Series D Preferred
Stock for conversion, those shares of Series D Preferred Stock shall cease to cumulate dividends as of the end of the Conversion Date,
and the holder of shares of Series D Preferred Stock shall not receive any cash payment in an amount equal to accrued and unpaid
dividends on the shares of Series D Preferred Stock, except in those limited circumstances discussed below in this Section 8(f). Except as
provided below in this Section 8(f), the Company shall make no payment for accrued and unpaid dividends, whether or not in arrears, on
shares of Series D Preferred Stock converted at the election of holders of such shares.
(ii) If the Company receives a conversion notice before the close of business on a Dividend Record Date, the holder of shares of
Series D Preferred Stock shall not be entitled to receive any portion of the dividend payable on such shares of converted stock on the
corresponding Dividend Payment Date.
(iii) If the Company receives a conversion notice after the Dividend Record Date but prior to the corresponding Dividend
Payment Date, the holder of shares of Series D Preferred Stock on the Dividend Record Date will receive on that Dividend Payment Date
accrued dividends on those shares of Series D Preferred Stock, notwithstanding the conversion of those shares of Series D Preferred
Stock prior to that Dividend Payment Date, because that holder of shares of Series D Preferred Stock will have been the holder of
record of shares of Series D Preferred Stock on the corresponding Dividend Record Date. At the time that such holder of shares of Series
D Preferred Stock surrenders shares of Series D Preferred Stock for conversion, however, it shall pay to the Company an amount equal to
the dividend that has accrued and that will be paid on the related Dividend Payment Date; provided that no such payment need be made
if the Company has specified a Fundamental Change Repurchase Date relating to a Fundamental Change that is after a Dividend
Record Date and on or prior to the Dividend Payment Date to which that Dividend Record Date relates.
(iv) If the holder of shares of Series D Preferred Stock is a holder of shares of Series D Preferred Stock on a Dividend Record Date
and converts such shares of Series D Preferred Stock into shares of Common Stock on or after the corresponding Dividend Payment
Date such holder of shares of Series D Preferred Stock shall be entitled to receive the dividend payable on such shares of Series D
Preferred Stock on such

25
corresponding Dividend Payment Date, and the holder of shares of Series D Preferred Stock shall not need to include payment of the
amount of such dividend upon surrender for conversion of shares of Series D Preferred Stock.
(g) Payment of Dividends Upon Conversion; Company Conversion Option .
(i) If the Company converts shares of Series D Preferred Stock pursuant to its Conversion Option, on or prior to the Effective
Date of the Conversion Option, the Company must first declare and pay, or declare and set apart for payment, any unpaid dividends that
are in arrears on Series D Preferred Stock.
(ii) If the Company exercises its Conversion Option and the Effective Date is after the close of business on a Dividend Payment Date
and prior to the close of business on the next Dividend Record Date, the holder of shares of Series D Preferred Stock shall not be
entitled to receive any portion of the dividend payable for such period on such converted shares on the corresponding Dividend
Payment Date. Accordingly, if the Company converts shares of Series D Preferred Stock and the effective date is after the close of
business on a Dividend Payment Date and prior to the close of business on the next Dividend Record Date, holders of shares of Series D
Preferred Stock shall forego the right to receive any dividends accruing from such Dividend Payment Date to the Effective Date.
(iii) If the Company exercises its Conversion Option and the Effective Date is on or after the close of business on any Dividend
Record Date and prior to the close of business on the corresponding Dividend Payment Date, all dividends payable for such period
with respect to the shares of Series D Preferred Stock called for a conversion on such date, shall be payable on such Dividend Payment
Date to the holder of such shares of Series D Preferred Stock on such Dividend Record Date.
(h) Conversion Rate Adjustments . The Company shall adjust the conversion rate from time to time as follows:
(i) If the Company issues shares of Common Stock as a dividend or distribution on shares of Common Stock to all holders of
Common Stock, or if the Company effects a share split or share combination, the conversion rate shall be adjusted based on the following
formula:
CR 1 = CR 0 x OS 1 /OS 0
where
CR 0 = the conversion rate in effect immediately prior to the ex-dividend date for such dividend or distribution, or the effective date of
such share split or share combination;

26
CR 1 = the new conversion rate in effect immediately on and after the ex-dividend date for such dividend or distribution, or the effective
date of such share split or share combination;
OS 1 = the number of shares of Common Stock outstanding immediately after such dividend or distribution, or the effective date of such
share split or share combination; and
OS 0 = the number of shares of Common Stock outstanding immediately prior to such dividend or distribution, or the effective date of
such share split or share combination.
Any adjustment made pursuant to this paragraph (i) shall become effective at the open of business on (x) the ex-dividend date for such
dividend or other distribution or (y) the date on which such split or combination becomes effective, as applicable. If any dividend or
distribution described in this paragraph (i) is declared but not so paid or made, the new conversion rate shall be readjusted to the conversion
rate that would then be in effect if such dividend or distribution had not been declared.
(ii) If the Company distributes to all holders of Common Stock any rights, warrants or options entitling them, for a period expiring
not more than 45 days after the date of issuance of such rights, warrants or options, to subscribe for or purchase shares of Common
Stock at a price per share that is less than the Closing Sale Price per share of Common Stock on the business day immediately preceding
the time of announcement of such distribution, the Company shall adjust the conversion rate based on the following formula:
CR 1 = CR 0 x (OS 0 +X)/(OS 0 +Y)
where
CR 0 = the conversion rate in effect immediately prior to the ex-dividend date for such distribution;
CR 1 = the new conversion rate in effect immediately on and after the ex-dividend date for such distribution;
OS 0 = the number of shares of Common Stock outstanding immediately prior to the ex-dividend date for such distribution; X = the
aggregate number of shares of Common Stock issuable pursuant to such rights, warrants or options; and
Y = the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise such rights, warrants or
options

27
and (B) the average of the Closing Sale Price per share of Common Stock for the 10 consecutive Trading Days ending on the business day
immediately preceding the date of announcement for the issuance of such rights, warrants or options.
For purposes of this paragraph (ii), in determining whether any rights, warrants or options entitle the holders of shares of Common
Stock to subscribe for or purchase shares of Common Stock at less than the applicable Closing Sale Price per share of Common Stock, and in
determining the aggregate exercise or conversion price payable for such shares of Common Stock, there shall be taken into account any
consideration the Company receives for such rights, warrants or options and any amount payable on exercise or conversion thereof, with the
value of such consideration, if other than cash, to be determined by the Company’s board of directors. If any right, warrant or option
described in this paragraph (ii) is not exercised or converted prior to the expiration of the exercisability or convertibility thereof, the Company
shall adjust the new conversion rate to the conversion rate that would then be in effect if such right, warrant or option had not been so
issued.
(iii) If the Company distributes shares of its capital stock, evidence of indebtedness or other assets or property to all holders of
Common Stock, excluding (A) dividends, distributions, rights, warrants or options referred to in paragraph (i) or
(ii) above; (B) dividends or distributions paid exclusively in cash; and (C) spin-offs, as described below in this paragraph (iii) then the
Company shall adjust the conversion rate based on the following formula:
CR 1 = CR 0 x SP 0 /(SP 0 – FMV)
where
CR 0 = the conversion rate in effect immediately prior to the ex-dividend date for such distribution;
CR 1 = the new conversion rate in effect immediately on and after the ex-dividend date for such distribution;
SP 0 = the average of the Closing Sale Price per share of Common Stock for the 10 consecutive Trading Days ending on the business day
immediately preceding the ex-dividend date for such distribution; and
FMV = the fair market value (as determined in good faith by the Company’s board of directors) of the shares of capital stock, evidences of
indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the earlier of the record date
or the ex-dividend date for such distribution;
provided that if “FMV” with respect to any distribution of shares of capital stock, evidences of indebtedness or other assets or property of
the Company is equal to or greater than “SP0” with respect to such distribution, then in lieu of the foregoing adjustment, adequate provision
shall be

made so that each holder of Series D Preferred Stock shall have the right to receive on the date such shares of capital stock, evidences of
indebtedness or other assets or property of the Company are distributed to holders of Common Stock, for each share of Series D Preferred
Stock, the amount of shares of capital stock, evidences of indebtedness or other assets or property of the Company such holder of Series D
Preferred Stock would have received had such holder of Series D Preferred Stock owned a number of shares of Common Stock equal to a
fraction the numerator of which is the product of the conversion rate in effect on the ex-dividend date for such distribution, and the aggregate
liquidation preference of Series D Preferred Stock held by such holder and the denominator of which is twenty-five ($25.00).
An adjustment to the conversion rate made pursuant to the immediately preceding paragraph shall become effective on the ex-dividend
date for such distribution.
If the Company distributes to all holders of Common Stock capital stock of any class or series, or similar equity interest, of or relating to one
of the Company’s subsidiaries or other business unit (a “spin-off”) the conversion rate in effect immediately before the 10th Trading Day from
and including the effective date of the spin-off shall be adjusted based on the following formula:
CR 1 = CR 0 x (FMV 0 +MP 0 )/ MP 0
where
CR 0 = the conversion rate in effect immediately prior to the 10th Trading Day immediately following, and including, the effective date of the
spin-off;
CR 1 = the new conversion rate in effect immediately on and after the 10th Trading Day immediately following, and including, the effective
date of the spin-off;
FMV 0 = the average of the Closing Sale Prices per share of the capital stock or similar equity interest distributed to holders of Common
Stock applicable to one share of Common Stock over the first 10 consecutive Trading Days after the effective date of the spin-off; and
MP 0 = the average of the Closing Sale Prices per share of Common Stock over the first 10 consecutive Trading Days after the effective
date of the spin-off.
An adjustment to the conversion rate made pursuant to the immediately preceding paragraph shall occur on the 10th Trading Day from
and including the effective date of the spin-off; provided that in respect of any conversion within the 10 Trading Days following the
effective date of any spin-off, references within this paragraph (iii) to 10 Trading Days shall be

28
29
deemed replaced with such lesser number of Trading Days as have elapsed between the effective date of such spin-off and the Conversion
Date in determining the applicable conversion rate.
If any such dividend or distribution described in this paragraph (iii) is declared but not paid or made, the new conversion rate shall be
re-adjusted to be the conversion rate that would then be in effect if such dividend or distribution had not been declared.
(iv) If the Company makes any cash dividend or distribution to all holders of outstanding shares of Common Stock (excluding
any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up) during any of its quarterly fiscal
periods in an aggregate amount that, together with other cash dividends or distributions made during such quarterly fiscal period,
exceeds the product of $0.31 (subject to adjustment) (the “reference dividend”), multiplied by the number of shares of Common Stock
outstanding on the record date for such distribution, the conversion rate shall be adjusted based on the following formula:
CR 1 = CR 0 x SP 0 /(SP 0 – C)
where
CR 0 = the conversion rate in effect immediately prior to the ex-dividend date for such distribution; CR 1 = the new
conversion rate in effect immediately after the ex-dividend date for such distribution;
SP 0 = the average of the Closing Sale Price per share of Common Stock for the 10 consecutive Trading Days ending on the business day
immediately preceding the earlier of the record date or the day prior to the ex-dividend date for such distribution; and
C = the amount in cash per share that the Company distributes to holders of Common Stock that exceeds the reference dividend;
provided that if “C” with respect to any such cash dividend or distribution is equal to or greater than “SP0” with respect to any such cash
dividend or distribution, then in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of Series D Preferred
Stock shall have the right to receive on the date such cash is distributed to holders of Common Stock, for each share of Series D Preferred
Stock, the amount of cash such holder of Series D Preferred Stock would have received had such holder of Series D Preferred Stock owned a
number of shares of Common Stock equal to a fraction the numerator of which is the product of the conversion rate in effect on the ex-dividend
date for such dividend or distribution, and the aggregate principal amount of Series D Preferred Stock held by such holder and the denominator
of which is twenty-five ($25.00).

30
An adjustment to the conversion rate made pursuant to this paragraph (iv) shall become effective on the ex-dividend date for such
dividend or distribution. If any dividend or distribution described in this paragraph (iv) is declared but not so paid or made, the new
conversion rate shall be re-adjusted to the conversion rate that would then be in effect if such dividend or distribution had not been declared.
The reference dividend amount is subject to adjustment in a manner inversely proportional to adjustments to the conversion rate; provided
that no adjustment shall be made to the reference dividend amount for any adjustment made to the conversion rate under this paragraph (iv).
Notwithstanding the foregoing, if an adjustment is required to be made under this paragraph (iv) as a result of a distribution that is not a
quarterly dividend, the reference dividend amount shall be deemed to be zero.
(v) If the Company or any of its subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common
Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the
Closing Sale Price per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be
made pursuant to such tender offer or exchange offer, the conversion rate shall be adjusted based on the following formula:
CR 1 = CR 0 × (AC + (SP 1 × OS 1 ))/(SP 1 × OS 0 )
where
CR 0 = the conversion rate in effect on the day immediately following the date such tender or exchange offer expires;
CR 1 = the conversion rate in effect on the second day immediately following the date such tender or exchange offer expires;
AC = the aggregate value of all cash and any other consideration (as determined by the Company’s board of directors) paid or payable
for shares of Common Stock purchased in such tender or exchange offer;
OS 0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires;
OS 1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving
effect to the purchase or exchange of shares pursuant to such tender or exchange offer); and

31
SP 1 = the Closing Sale Price per share of Common Stock for the Trading Day immediately following the date such tender or exchange offer
expires.
If the application of the foregoing formula would result in a decrease in the conversion rate, no adjustment to the conversion rate shall be
made.
Any adjustment to the conversion rate made pursuant to this paragraph (v) shall become effective on the second day immediately
following the date such tender offer or exchange offer expires. If the Company or one of its subsidiaries is obligated to purchase shares of
Common Stock pursuant to any such tender or exchange offer but is permanently prevented by applicable law from effecting any such
purchase or all such purchases are rescinded, the Company shall re-adjust the new conversion rate to be the conversion rate that would be in
effect if such tender or exchange offer had not been made.
(vi) If the Company has in effect a rights plan while any shares of Series D Preferred Stock remain outstanding, holders of shares of
Series D Preferred Stock shall receive, upon a conversion of such shares in respect of which the Company has elected to deliver shares
of Common Stock, in addition to such shares of Common Stock, rights under the Company’s stockholder rights agreement unless, prior
to conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from Common Stock. If the
rights provided for in any rights plan that the Company’s board of directors may adopt have separated from the Common Stock in
accordance with the provisions of the applicable stockholder rights agreement so that holders of shares of Series D Preferred Stock
would not be entitled to receive any rights in respect of Common Stock that the Company elects to deliver upon conversion of shares
of Series D Preferred Stock, the Company shall adjust the conversion rate at the time of separation as if the Company had distributed to
all holders of the Company’s capital stock, evidences of indebtedness or other assets or property pursuant to paragraph (iii) above,
subject to readjustment upon the subsequent expiration, termination or redemption of the rights.
(vii) Notwithstanding the foregoing, in the event of an adjustment to the conversion rate pursuant to paragraphs (iv) and (v)
above, in no event shall the conversion rate exceed 0.6997 shares of Common Stock per $25.00 liquidation preference, subject to
adjustment pursuant to paragraphs (i), (ii) and (iii) above. In no event shall the Conversion Price be reduced below $0.01, subject to
adjustment for share splits and combinations and similar events.
(viii) The Company shall not make any adjustment to the conversion rate if holders of shares of Series D Preferred Stock are
permitted to participate, on an as-converted basis, in the transactions described in paragraphs (i) through (vi) above.
(ix) The conversion rate shall not be adjusted except as specifically set forth in this Section 8 to these Articles Supplementary.
Without limiting the foregoing, the conversion rate shall not be adjusted for (A) the issuance of any shares of Common Stock pursuant
to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities or those of the
Operating Partnership and the investment of additional optional amounts in shares of Common Stock under any plan; (B) the issuance
of any shares of Common Stock or options or rights to purchase

32
such shares pursuant to any of the Company’s present or future employee, director, trustee or consultant benefit plan, employee
agreement or arrangement or program or those of the Operating Partnership; (C) the issuance of any shares of Common Stock pursuant
to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date shares of Series D Preferred
Stock were first issued; (D) a change in the par value of Common Stock; (E) accumulated and unpaid dividends or distributions; and (F)
the issuance of limited partnership units by the Operating Partnership and the issuance of shares of Common Stock or the payment of
cash upon redemption thereof.
(x) No adjustment in the conversion rate shall be required unless the adjustment would require an increase or decrease of at least
1% of the conversion rate. If the adjustment is not made because the adjustment does not change the conversion rate by at least 1%,
then the adjustment that is not made shall be carried forward and taken into account in any future adjustment. All required calculations
shall be made to the nearest cent or 1/1000th of a share, as the case may be. Notwithstanding the foregoing, if the shares of Series D
Preferred Stock are called for redemption, all adjustments not previously made shall be made on the applicable redemption date.
(xi) Except as described in this Section 8 of these Articles Supplementary, the Company shall not adjust the conversion rate for any
issuance of shares of Common Stock or any securities convertible into or exchangeable or exercisable for shares of Common Stock or
rights to purchase shares of Common Stock or such convertible, exchangeable or exercisable securities.
(i)Effect of Business Combinations . In the case of the following events (each a “business combination”):
(i) any recapitalization, reclassification or change of Common Stock (other than changes resulting from a subdivision or
combination);
(ii) a consolidation, merger or combination involving the Company;
(iii) a sale, conveyance or lease to another corporation of all or substantially all of the Company’s property and assets (other than to one
or more of the Company’s subsidiaries); or
(iv) a statutory share exchange,
in each case, as a result of which holders of Common Stock are entitled to receive stock, other securities, other property or assets (including
cash or any combination thereof) with respect to or in exchange for Common Stock, a holder of shares of Series D Preferred Stock shall be
entitled thereafter to convert such shares of Series D Preferred Stock into the kind and amount of stock, other securities or other property or
assets (including cash or any combination thereof) which the holder of shares of Series D Preferred Stock would have owned or been
entitled to receive upon such business combination as if such holder of shares of Series D Preferred Stock held a number of shares of Common
Stock equal to the conversion rate in effect on the effective date for such business combination, multiplied by the number of shares of Series D
Preferred Stock held by

33
such holder of shares of Series D Preferred Stock. If such business combination also constitutes a Fundamental Change, a holder of shares of
Series D Preferred Stock converting such shares shall not receive a make-whole premium pursuant to Section 8(k) hereof if such holder does
not convert its shares of Series D Preferred Stock “in connection with” (as described in Section 8(k)(i)) the relevant Fundamental Change. In
the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in such business combination,
the Company shall make adequate provision whereby the holders of shares of Series D Preferred Stock shall have a reasonable opportunity to
determine the form of consideration into which all of the shares of Series D Preferred Stock, treated as a single class, shall be convertible from
and after the effective date of such business combination. Such determination shall be based on the weighted average of elections made by the
holders of shares of Series D Preferred Stock who participate in such determination, shall be subject to any limitations to which all holders of
Common Stock are subject, such as pro rata reductions applicable to any portion of the consideration payable in such business combination,
and shall be conducted in such a manner as to be completed by the date which is the earliest of (1) the deadline for elections to be made by
holders of Common Stock and (2) two business days prior to the anticipated effective date of the business combination.
The Company shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination
made by the holders of shares of Series D Preferred Stock (and the weighted average of elections), by posting such notice with DTC and
providing a copy of such notice to the Company’s transfer agent. If the effective date of a business combination is delayed beyond the initially
anticipated effective date, the holders of shares of Series D Preferred Stock shall be given the opportunity to make subsequent similar
determinations in regard to such delayed effective date. The Company may not become a party to any such transaction unless its terms are
consistent with the preceding. None of the foregoing provisions shall affect the right of a holder of shares of Series D Preferred Stock to convert
such holder’s shares of Series D Preferred Stock into shares of Common Stock prior to the effective date of such business combination.
(j)Optional Increase to Conversion Rate . To the extent permitted by law, the Company may, from time to time, increase the conversion rate
for a period of at least 20 days if the Company’s board of directors determines that such an increase would be in the Company’s best
interests. Any such determination by the Company’s board of directors shall be conclusive. In addition, the Company may increase the
conversion rate if the Company’s board of directors deems it advisable to avoid or diminish any income tax to holders of Common Stock
resulting from any distribution of Common Stock or similar event. The Company shall give holders of shares of Series D Preferred Stock at least
15 business days’ notice of any increase in the conversion rate.
(k) Adjustment to Conversion Rate upon Certain Fundamental Changes . The Company shall adjust the conversion rate from time to
time as follows:
(i) If, on or prior to February 6, 2015, a Fundamental Change takes place and a holder converts the Series D Preferred Stock in
connection with such Fundamental Change, the Company shall increase, as described below, the conversion rate applicable to shares that
are surrendered for conversion. A conversion of the Series D Preferred

34
Stock shall be deemed for these purposes to be “in connection with” a Fundamental Change if the Conversion Date occurs from and
including the effective date of such Fundamental Change to, and including, the Fundamental Change Conversion Date (as defined in Section
8(l)(vii)) for that Fundamental Change.
(ii) The Company shall also give notice by mail or by publication (with subsequent prompt notice by mail) to holders of Series D
Preferred Stock of the anticipated effective date of any proposed Fundamental Change which shall occur on or prior to February 6,
2015. The Company shall make this mailing or publication at least 15 days before the anticipated effective date of the Fundamental
Change. In addition, no later than the third business day after the completion of such Fundamental Change, the Company shall make
an additional notice announcing such completion.
(iii) If a holder elects to convert in connection with a Fundamental Change on or prior to February 6, 2015, the Company shall
increase the Conversion Rate by reference to the table below, based on the date when the Fundamental Change becomes effective (the “
effective date ”), and the applicable price. If the Fundamental Change is a transaction or series of related transactions and the
consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) for Common Stock in the
Fundamental Change consists solely of cash, then the applicable price shall be the cash amount paid per share of Common Stock in the
transaction. If the transaction is an asset sale and the consideration paid for the Company’s property and assets (or for the property and
assets of the Company and its subsidiaries on a consolidated basis) consists solely of cash, then the applicable price shall be the cash
amount paid for the Company’s property and assets, expressed as an amount per share of Common Stock outstanding on the effective
date of the asset sale. In all other cases, the applicable price shall be the average of the Closing Sale Price per share of Common Stock for the
ten consecutive Trading Days immediately preceding the effective date. The Company’s board of directors shall make appropriate
adjustments, in its good faith determination, to account for any adjustment to the conversion rate that becomes effective, or any event
requiring an adjustment to the conversion rate where the ex-dividend date of the event occurs, at any time during those ten consecutive
Trading Days.
(iv) The following table sets forth the number of additional shares of Common Stock per $25.00 liquidation preference of Series D
Preferred Stock that shall be added to the Conversion Rate applicable to Series D Preferred Stock that are converted in connection with a
Fundamental Change (the “ make-whole premium ”). If an event occurs that requires an adjustment to the Conversion Rate, the Company
shall, on the date the Company must adjust the Conversion Rate, adjust each applicable price set forth in the column headers of the
table below by multiplying the applicable price in effect immediately before the adjustment by a fraction (A) whose numerator is the
Conversion Rate in effect immediately before the adjustment; and (B) whose denominator is the adjusted Conversion Rate.
In addition, the Company shall adjust the number of additional shares in the table below in the same manner in which, and for the same
events for which, the Company must adjust the Conversion Rate as described in Section 8(h).

35
Number of Additional Shares of Common Stock Issuable per $25.00
Liquidation Preference
Common Stock Share Price
Effective Date
$35.73
$40.00
$45.00
$50.00
$55.00
$60.00
$65.00
$70.00
$75.00
$80.00
$85.00
$90.00
February 6, 2008
0.1042
0.0871
0.0698
0.0573
0.0478
0.0406
0.0350
0.0305
0.0268
0.0238
0.0213
0.0192
March 31, 2009
0.1042
0.0882
0.0695
0.0560
0.0460
0.0385
0.0327
0.0282
0.0246
0.0217
0.0194
0.0174
March 31, 2010
0.1042
0.0866
0.0664
0.0520
0.0415
0.0338
0.0281
0.0237
0.0204
0.0177
0.0157
0.0140
March 31, 2011
0.1042
0.0841
0.0619
0.0461
0.0350
0.0271
0.0214
0.0174
0.0145
0.0123
0.0107
0.0095
March 31, 2012
0.1042
0.0812
0.0555
0.0371
0.0246
0.0164
0.0113
0.0082
0.0063
0.0052
0.0044
0.0039
March 31, 2013
0.1042
0.0821
0.0526
0.0279
0.0050
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
March 31, 2014
0.1042
0.0840
0.0539
0.0288
0.0051
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
February 6, 2015
0.1042
0.0839
0.0531
0.0279
0.0071
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
0.0000
(v) The exact applicable share price and effective date may not be set forth in the table above, in which case (A) if the actual applicable
share price is between two applicable prices listed in the table above, or the actual effective date is between two dates listed in the
table above, the Company shall determine the number of additional shares by linear interpolation between the numbers of additional
shares set forth for the two applicable prices, or for the two dates based on a 365-day year, as applicable; (B) if the actual applicable price
is greater than $90.00 per share (subject to adjustment), the Company shall not increase the Conversion Rate as described above and no
additional shares shall be issuable upon conversion; and (C) if the actual applicable price is less than $35.73 per share (subject to
adjustment), the Company shall not increase the Conversion Rate as described above and no additional shares shall be issuable upon
conversion.
(vi) The Company shall not increase the Conversion Rate as described in this Section 8(k) of these Articles Supplementary to
the extent the increase will cause the Conversion Rate to exceed 0.6997, provided the Company shall adjust this maximum conversion rate
in the same manner in which, and for the same events for which, the Company must adjust the Conversion Rate as described in Section
8(h).
(l)Special Conversion Right of Series D Preferred Stock upon a Fundamental Change; Company Repurchase Right.
(i) On or prior to February 6, 2015, in the event of a Fundamental Change, when the applicable price of Common Stock described in
Section 8(k)(iii) of these Articles Supplementary is less than $35.73 per share, then each holder of Series D Preferred Stock shall have the
special right (the “ Fundamental Change Conversion Right ”), in addition to any other applicable conversion right, to convert some or all
of the Series D Preferred Stock on the relevant Fundamental Change Conversion Date into a number of shares of Common Stock per $25.00
liquidation preference equal to such liquidation preference plus an amount equal to accrued and unpaid dividends to, but not including,
such Fundamental Change Conversion Date, divided by 98% of the Market Price of Common Stock (the “ Fundamental Change
Conversion Rate ”). The Market Price of Common Stock shall be determined prior to the applicable Fundamental Change Conversion Date.
A holder of Series D Preferred Stock which has elected to convert such shares otherwise than pursuant to the Fundamental Change
Conversion Right shall not be able to exercise the Fundamental Change Conversion Right.
​ 

36
(ii) If a holder of Series D Preferred Stock elects to convert Series D Preferred Stock as described in Section 8(l)(i) of these Articles
Supplementary, the Company may elect, in lieu of that conversion, to repurchase for cash some or all of such Series D Preferred Stock at
a repurchase price (the “ Fundamental Change Repurchase Price ”) equal to 100% of the liquidation preference of the Series D Preferred
Stock to be repurchased plus an amount equal to accrued and unpaid dividends to, but not including, such Fundamental Change
Conversion Date, or the Fundamental Change Repurchase Price; provided that if the relevant Fundamental Change Conversion Date is
on a date that is after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, the Company shall pay
such dividends to the holder of record on the corresponding Dividend Record Date, and the Fundamental Change Repurchase Price
shall be equal to 100% of the liquidation preference of the Series D Preferred Stock to be repurchased.
(iii) If the Company elects to repurchase Series D Preferred Stock that would otherwise be converted into Common Stock on a
Fundamental Change Conversion Date, such Series D Preferred Stock shall not be converted into Common Stock and the holder of such
shares shall be entitled to receive the Fundamental Change Repurchase Price in cash from the Company.
(iv) The aggregate number of shares of Common Stock issuable in connection with the exercise of the Fundamental Change
Conversion Right may not exceed 14.3 million shares of Common Stock (or 16.4 million shares of Common Stock if the underwriter of the
Company’s offering of the Series D Preferred Stock exercises its over-allotment option in full) or such other number of shares of Common
Stock as shall then be authorized and available for issuance. If the number of shares of Common Stock issuable upon such conversion
would exceed 14.3 million or 16.4 million shares of Common Stock, as the case may be, or such other number of shares of Common
Stock as shall then be authorized and available for issuance, the Company shall have the option to satisfy the remainder of such
conversion in shares of Common Stock that are authorized for issuance in the future. The Company shall use its best efforts to have any
such additional number of shares of Common Stock authorized for issuance within 180 days of the Fundamental Change Conversion
Date.
(v) (v) Within 15 days after the occurrence of a Fundamental Change, the Company shall provide to the holder of Series D
Preferred Stock and the Company’s transfer agent a notice of the occurrence of the Fundamental Change and of the resulting repurchase
right. Such notice shall state (A) the events constituting the Fundamental Change; (B) the date of the Fundamental Change; (C) the last
date on which the holder of Series D Preferred Stock may exercise the Fundamental Change Conversion Right; (D) to the extent
applicable, the Fundamental Change Conversion Rate and the Fundamental Change Repurchase Price; (E) that the Company may elect
to repurchase some or all of the Series D Preferred Stock as to which the Fundamental Change Conversion Right may be exercised; (F)
the method of calculating the Market Price of Common Stock; (G) the Fundamental Change Conversion Date; (H) the name and
address of the paying agent and the conversion agent; (I) the Conversion Rate and any adjustment to the Conversion Rate that shall
result from the Fundamental Change; (J) that Series D Preferred Stock as to

37
which the Fundamental Change Conversion Right has been exercised may be converted at the applicable Conversion Rate, if otherwise
convertible, only if the notice of exercise of the Fundamental Change Conversion Right has been properly withdrawn; and (K) the
procedures that the holder of Series D Preferred Stock must follow to exercise the Fundamental Change Conversion Right.
(vi) The Company shall also issue a press release for publication on the Dow Jones & Company, Inc., Business Wire or Bloomberg
Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Trading Day following any date on which the Company provides
such notice to the holders of Series D Preferred Stock.
(vii) The Fundamental Change Conversion Date shall be a date no less than 20 days nor more than 35 days after the date on
which the Company gives the notice described in Section 8(l)(v) of these Articles Supplementary. To exercise the Fundamental Change
Conversion Right, the holder of Series D Preferred Stock shall deliver, on or before the close of business on the Fundamental Change
Conversion Date, the Series D Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice
completed, to the Company’s transfer agent. The conversion notice shall state (A) the relevant Fundamental Change Conversion Date;
(B) the number of Series D Preferred Stock to be converted; and (C) that the Series D Preferred Stock are to be converted pursuant to
the applicable provisions of the Series D Preferred Stock. Notwithstanding the foregoing, if the Series D Preferred Stock is held in
global form, the conversion notice shall comply with applicable DTC procedures.
(viii) Holders of Series D Preferred Stock may withdraw any notice of exercise of its Fundamental Change Conversion Right (in whole
or in part) by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the business day
prior to the Fundamental Change Conversion Date. The notice of withdrawal shall state (A) the number of withdrawn shares of Series D
Preferred Stock; (B) if certificated shares of Series D Preferred Stock have been issued, the certificate numbers of the withdrawn shares of
Series D Preferred Stock; and (C) the number of shares of the Series D Preferred Stock, if any, which remain subject to the conversion
notice. Notwithstanding the foregoing, if the Series D Preferred Stock is held in global form, the notice of withdrawal shall comply with
applicable DTC procedures.
(ix) Series D Preferred Stock as to which the Fundamental Change Conversion Right has been properly exercised and for which
the conversion notice has not been properly withdrawn shall be converted into shares of Common Stock in accordance with the
Fundamental Change Conversion Right on the Fundamental Change Conversion Date, unless the Company has elected to repurchase
such Series D Preferred Stock.
(x) The holder of any shares of Series D Preferred Stock which the Company has elected to repurchase and as to which the
conversion election has not been properly withdrawn shall receive payment of the Fundamental Change Repurchase Price promptly

following the later of the Fundamental Change Conversion Date or the time of book-entry transfer or delivery of the Series D Preferred Stock.
If the paying agent holds cash sufficient to pay the Fundamental Change Repurchase Price of the Series D Preferred Stock on the
business day following the Fundamental Change Conversion Date, then (A) the Series D Preferred Stock shall cease to be outstanding
and dividends shall cease to accrue (whether or not book-entry transfer of the Series D Preferred Stock is made or whether or not the
Series D Preferred Stock certificate is delivered to the Company’s transfer agent); and (B) all of the other rights of the holder of Series D
Preferred Stock shall terminate (other than the right to receive the Fundamental Change Repurchase Price upon delivery or transfer of the
Series D Preferred Stock).
SECTION 9. Record Holders . The Company and its transfer agent may deem and treat the record holder of any Series D Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
SECTION 10. No Maturity or Sinking Fund . The Series D Preferred Stock has no maturity date, and no sinking fund has been
established for the retirement or redemption of Series D Preferred Stock; provided, however, that the Series D Preferred Stock owned by a
stockholder in excess of the Ownership Limit shall be subject to the provisions of Section 5 and Section 7 of these Articles Supplementary.
SECTION 11. Exclusion of Other Rights . The Series D Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
SECTION 12. Headings of Subdivisions . The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
SECTION 13. Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series D Preferred Stock set forth in the Charter and these Articles
Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or
other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of
Series D Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof shall,
nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series D Preferred Stock herein set forth shall be deemed dependent
upon any other provision thereof unless so expressed therein.
38

SECTION 14. No Preemptive Rights . No holder of Series D Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH: The Series D Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.
FIFTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
SIXTH: These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of Maryland
accepts these Articles Supplementary for record.
SEVENTH: The undersigned Chief Executive Officer of the Company acknowledges these Articles Supplementary to be the corporate act of
the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to
the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made
under the penalties for perjury.
39

IN WITNESS WHEREOF , the Company has caused these Articles Supplementary to be executed under seal in its name and on its
behalf by its Chief Executive Officer and attested to by its General Counsel and Assistant Secretary as of the date first written above.
DIGITAL REALTY TRUST, INC.
By:
/s/ James Trout Name:James
Trout
Title: Senior Vice President
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Joshua A. Mills Name:
Joshua A. Mills
Title: General Counsel and Assistant Secretary
[Signature Page to Articles Supplementary]

DIGITAL REALTY TRUST, INC. ARTICLES OF
AMENDMENT
Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST : The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the first two sentences of
Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 175,000,000 shares of stock, consisting of 145,000,000 shares of Common Stock, $.01 par value per
share (“Common Stock”), and 30,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”). The aggregate par value of
all authorized shares of stock having par value is $1,750,000.
SECOND : The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing
amendment of the Charter was 155,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock, $.01 par value per share, and
30,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value was
$1,550,000.
THIRD : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of
the Charter is 175,000,000 shares of stock, consisting of 145,000,000 shares of Common Stock, $.01 par value per share, and 30,000,000 shares
of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $1,750,000.
FOURTH : The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by
the foregoing amendment of the Charter.
FIFTH : The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as
required by law and was limited to a change expressly authorized by Section 2-105(a)(12) of the MGCL without any action by the stockholders of
the Corporation.
SIXTH : The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or
facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its
behalf by its Chief Financial Officer, Chief Investment Officer and Secretary and attested to by its General Counsel and Assistant Secretary on this
23rd day of February, 2010.
DIGITAL REALTY TRUST, INC.
By:/s/ A. William Stein
(SEAL) Name:A.
William Stein
Title: Chief Financial Officer, Chief Investment Officer and
Secretary
ATTEST:
DIGITAL REALTY TRUST, INC.
By: /s/ Joshua Mills Name: Joshua
Mills
Title: General Counsel and Assistant Secretary
-2-

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 11,500,000 SHARES OF
7.000% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK
SEPTEMBER 14, 2011
Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “ Department ”) that:
FIRST : Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board of Directors ”) by Article IV of
the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (the “ Charter ”) and Section 2-105 of
the Maryland General Corporation Law (the “ MGCL ”), the Board of Directors, by resolutions duly adopted on January 4, 2011 and July 25,
2011, has authorized the issuance, classification and designation of a number of shares of the authorized but unissued preferred stock of the
Company, par value $0.01 per share (“ Preferred Stock ”), as a separate class of Preferred Stock, that, on the date of issue, have a liquidation
value of up to $250,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option), and, pursuant to the powers
contained in the Bylaws of the Company and the MGCL, appointed a committee (the “ Committee ”) of the Board of Directors and delegated
to the Committee, to the fullest extent permitted by the MGCL and the Charter and Bylaws of the Company, among other things, all powers of
the Board of Directors with respect to (i) setting the number of shares of the Preferred Stock to be classified and designated, provided that in
no event shall the liquidation value of such shares exceed $250,000,000 (plus up to an additional 15% to cover any underwriter over-
allotment option), (ii) choosing the cumulative dividend percentage for the Preferred Stock, (iii) selecting the dates on which dividends will be
paid on the Preferred Stock, (iv) establishing the price per share for the Preferred Stock, (v) authorizing, approving and filing these Articles
Supplementary with the Department and (vi) authorizing and approving all such other actions as the Committee may deem necessary or
desirable in connection with the classification, authorization, issuance, offer, and sale of the Preferred Stock.
SECOND : The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class of
Preferred Stock to be known as the “7.000% Series E Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 7.000% Series E Cumulative Redeemable Preferred Stock, and authorizing the issuance of
up to 10,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 7.000% Series E Cumulative
Redeemable Preferred Stock.
THIRD : The designation, number of shares, preferences, rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, terms and conditions of redemption and other terms and conditions of the separate class of Preferred Stock of
the Company designated as the 7.000% Series E Cumulative Redeemable Preferred Stock are as follows, which upon any restatement of the
Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes to the enumeration
or lettering of Sections or subsections thereof:
Section 1. Designation and Number . A series of Preferred Stock, designated the “7.000% Series E Cumulative Redeemable Preferred Stock”
(the “ Series E Preferred Stock ”), is hereby established. The number of shares of Series E Preferred Stock shall be 11,500,000.
Section 2. Rank . The Series E Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company, rank: (a) senior to all classes or series of the Company’s common stock, par value $0.01 per share (the “
Common Stock ”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding expressly
designated as ranking junior to the Series E Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation,

2
dissolution or winding up of the Company; (b) on parity with the Series C Cumulative Convertible Preferred Stock, par value $0.01 per share, and
the Series D Cumulative Convertible Preferred Stock, par value $0.01 per share, of the Company and with any class or series of capital stock
of the Company expressly designated as ranking on parity with the Series E Preferred Stock as to dividend rights and rights upon voluntary
or involuntary liquidation, dissolution or winding up of the Company; and (c) junior to any class or series of capital stock of the Company
expressly designated as ranking senior to the Series E Preferred Stock as to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company. The term “ capital stock ” does not include convertible or exchangeable debt securities,
which will rank senior to the Series E Preferred Stock prior to conversion or exchange. The Series E Preferred Stock will also rank junior in right
of payment to the Company’s other existing and future debt obligations.
Section 3. Dividends .
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series E
Preferred Stock as to dividends, the holders of shares of the Series E Preferred Stock shall be entitled to receive, when, as and if authorized by
the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at
the rate of 7.000% per annum of the $25.00 liquidation preference per share of the Series E Preferred Stock (equivalent to a fixed annual
amount of $1.75 per share of the Series E Preferred Stock). Such dividends shall accrue and be cumulative from and including the first date on
which any shares of Series E Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on each Dividend
Payment Date (as defined below), commencing December 30, 2011; provided , however , that if any Dividend Payment Date is not a Business
Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the
next succeeding Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or
additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding
Business Day. The amount of any dividend payable on the Series E Preferred Stock for any partial Dividend Period (as defined below) shall be
prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as
they appear in the stockholder records of the Company at the close of business on the applicable Dividend Record Date (as defined below).
Notwithstanding any provision to the contrary contained herein, each outstanding share of Series E Preferred Stock shall be entitled to receive
a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series E Preferred Stock
that is outstanding on such date. “ Dividend Record Date ” shall mean the date designated by the Board of Directors for the payment of
dividends that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “ Dividend Payment Date ” shall
mean the last calendar day of each March, June, September and December, commencing on December 30, 2011. “ Dividend Period ” shall mean
the respective periods commencing on and including the first day of January, April, July and October of each year and ending on and
including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period, which shall
commence on the Original Issue Date and end on and include December 31, 2011, and other than the Dividend Period during which any shares of
Series E Preferred Stock shall be redeemed pursuant to Section 5 or Section 6, which shall end on and include the day preceding the call date
with respect to the shares of Series E Preferred Stock being redeemed).
The term “ Business Day ” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series E Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment, and no other
distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of Common Stock or
shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series E Preferred
Stock (other than a

3
dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the Series E Preferred
Stock as to dividends and upon liquidation) for any period, nor shall any shares of Common Stock or any other shares of any other class or
series of capital stock of the Company ranking, as to dividends or upon liquidation, on parity with or junior to the Series E Preferred Stock be
redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or made available for a sinking fund for the
redemption of such shares, and no other distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by
the Company (except by conversion into or exchange for other shares of any class or series of capital stock of the Company ranking junior to
the Series E Preferred Stock as to dividends and upon liquidation, and except for the acquisition of shares made pursuant to the provisions of
Article VI of the Charter or Section 9 hereof), unless full cumulative dividends on the Series E Preferred Stock for all past dividend periods shall
have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set
apart for such payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series E Preferred Stock
and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series E Preferred Stock, all dividends
declared upon the Series E Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the
Series E Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series E Preferred Stock and such
other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series E
Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on such
other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments
on the Series E Preferred Stock which may be in arrears.
(e) Holders of shares of Series E Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
stock, in excess of full cumulative dividends on the Series E Preferred Stock as provided herein. Any dividend payment made on the Series E
Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain payable.
Accrued but unpaid distributions on the Series E Preferred Stock will accumulate as of the Dividend Payment Date on which they first
become payable.
Section 4. Liquidation Preference .
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution or payment shall
be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series E Preferred Stock, the holders of shares
of Series E Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to its stockholders,
after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of $25.00 per share, plus an amount
equal to any accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of payment. In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient to pay the full
amount of the liquidating distributions on all outstanding shares of Series E Preferred Stock and the corresponding amounts payable on all
shares of other classes or series of capital stock of the Company ranking, as to liquidation rights, on parity with the Series E Preferred Stock in the
distribution of assets, then the holders of the Series E Preferred Stock and each such other class or series of shares of capital stock ranking,
as to voluntary or involuntary liquidation rights, on parity with the Series E Preferred Stock shall share ratably in any such distribution of
assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such
voluntary or involuntary liquidation, dissolution or winding up of the Company, stating the payment date or dates when, and the place or
places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer
than 30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series E Preferred Stock at the
respective addresses of such holders as the same shall appear on the stock transfer records of the Company. After payment of the full amount
of the liquidating distributions to which they are entitled, the holders of Series E Preferred Stock will have no right or claim to any of the
remaining assets of the Company. The consolidation or merger of the Company with or into any other

4
corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the
Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the
Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series
E Preferred Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption .
(a) Shares of Series E Preferred Stock shall not be redeemable prior to September 15, 2016 except as set forth in Section 6 or to preserve
the status of the Company as a REIT (as defined in Section 9(a)) for United States federal income tax purposes. In addition, the Series E
Preferred Stock shall be subject to the provisions of Section 9 pursuant to which Series E Preferred Stock owned by a stockholder in excess of
the Ownership Limit (as defined in Section 9(a)) shall automatically be transferred to a Trust (as defined in Section 9(a)) for the exclusive
benefit of a Charitable Beneficiary (as defined in Section 9(a)).
(b) On and after September 15, 2016, the Company, at its option upon not fewer than 30 or more than 60 days’ written notice, may redeem the
Series E Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of
$25.00 per share, plus all accrued and unpaid dividends (whether or not declared) thereon up to but not including the date fixed for
redemption, without interest, to the extent the Company has funds legally available therefor (the “ Redemption Right ”). If fewer than all of the
outstanding shares of Series E Preferred Stock are to be redeemed, the shares of Series E Preferred Stock to be redeemed shall be redeemed pro
rata (as nearly as may be practicable without creating fractional shares) by lot or by any other equitable method determined by the Company
that will not result in a violation of the Ownership Limit or the Aggregate Stock Ownership Limit (each as defined in Section 9(a)). If redemption is
to be by lot and, as a result, any holder of shares of Series E Preferred Stock would have actual ownership, Beneficial Ownership or Constructive
Ownership (each as defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit
(as defined in Section 9(a)), or such other limit as permitted by the Board of Directors or the Committee pursuant to Section 9(i), because such
holder’s shares of Series E Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the
Company shall redeem the requisite number of shares of Series E Preferred Stock of such holder such that no holder will hold an amount of Series E
Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption. Holders of Series E Preferred Stock to be redeemed
shall surrender such Series E Preferred Stock at the place designated in such notice and shall be entitled to the redemption price of $25.00
per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If (i) notice of redemption of any
shares of Series E Preferred Stock has been given, (ii) the funds necessary for such redemption have been set aside by the Company in trust
for the benefit of the holders of any shares of Series E Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given
to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on
such shares of Series E Preferred Stock, such shares of Series E Preferred Stock shall no longer be deemed outstanding, and all rights of the
holders of such shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends payable upon
such redemption, without interest. So long as full cumulative dividends on the Series E Preferred Stock for all past dividend periods shall have
been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart
for payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a
private sale, all or any part of the Series E Preferred Stock at such price or prices as the Company may determine, subject to the provisions of
applicable law, including the repurchase of shares of Series E Preferred Stock in open-market transactions duly authorized by the Board of
Directors.
(c) In the event of any redemption of the Series E Preferred Stock in order to preserve the status of the Company as a REIT for United
States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5 of
these Articles Supplementary. If the Company calls for redemption any shares of Series E Preferred Stock pursuant to and in accordance with this
Section 5(c), then the

5
redemption price for such shares will be an amount in cash equal to $25.00 per share together with all accrued and unpaid dividends to but
excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on the Series E Preferred Stock for all past dividend periods shall have been or contemporaneously are
(i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series
E Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all
outstanding shares of Series E Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly
or indirectly any shares of Series E Preferred Stock or any class or series of capital stock of the Company ranking, as to dividends or upon
liquidation, on parity with or junior to the Series E Preferred Stock (except by conversion into or exchange for shares of capital stock of the
Company ranking, as to dividends and upon liquidation, junior to the Series E Preferred Stock); provided , however , that the foregoing shall
not prevent the purchase of Series E Preferred Stock, or any other class or series of capital stock of the Company ranking, as to dividends or
upon liquidation, on parity with or junior to the Series E Preferred Stock, by the Company in accordance with the terms of Sections 5(c) and 9
of these Articles Supplementary or otherwise, in order to ensure that the Company remains qualified as a REIT for United States federal
income tax purposes, or the purchase or acquisition of Series E Preferred Stock pursuant to a purchase or exchange offer made on the same
terms to holders of all outstanding shares of Series E Preferred Stock.
(e) Notice of redemption pursuant to the Redemption Right will be given by publication in a newspaper of general circulation in the City
of New York, such publication to be made once a week for two successive weeks commencing not fewer than 30 or more than 60 days prior to
the redemption date. A similar notice will be mailed by the Company, postage prepaid, not fewer than 30 or more than 60 days prior to the
redemption date, addressed to the respective holders of record of the Series E Preferred Stock to be redeemed at their respective addresses as
they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect the validity of the proceedings for
the redemption of any Series E Preferred Stock except as to the holder to whom such notice was defective or not given. In addition to any
information required by law or by the applicable rules of any exchange upon which the Series E Preferred Stock may be listed or admitted to
trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series E Preferred Stock to be
redeemed; (iv) the place or places where the certificates, if any, representing shares of Series E Preferred Stock are to be surrendered for payment of
the redemption price; (v) procedures for surrendering noncertificated shares of Series E Preferred Stock for payment of the redemption price; (vi)
that dividends on the shares of Series E Preferred Stock to be redeemed will cease to accumulate on such redemption date; and (vii) that
payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series E
Preferred Stock. If fewer than all of the shares of Series E Preferred Stock held by any holder are to be redeemed, the notice mailed to such
holder shall also specify the number of shares of Series E Preferred Stock held by such holder to be redeemed. Notwithstanding anything else
to the contrary in these Articles Supplementary, the Company shall not be required to provide notice to the holder of Series E Preferred Stock
in the event such holder’s Series E Preferred Stock is redeemed in accordance with Sections 5(c) and 9 of these Articles Supplementary to
preserve the Company’s status as a REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series
E Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each
holder of Series E Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end
of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the
Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series E Preferred Stock for which a notice of
redemption has been given.
(g) All shares of the Series E Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
(h) The Series E Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided , however , that the Series E Preferred Stock owned by a stockholder in excess of

the applicable ownership limit shall be subject to the provisions of this Section 5 and Section 9 of these Articles Supplementary.
Section 6. Special Optional Redemption by the Company.
(a) Upon the occurrence of a Change of Control (as defined below), the Company will have the option upon written notice mailed by
the Company, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record
of shares of the Series E Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer records of the
Company, to redeem shares of the Series E Preferred Stock, in whole or in part within 120 days after the first date on which such Change of
Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“ Special
Optional Redemption Right ”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series E Preferred Stock except as to the holder to whom notice was defective or not given.
If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of redemption with
respect to the Series E Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of
shares of Series E Preferred Stock will not have the conversion right described below in Section 8.
A “ Change of Control ” is when, after the original issuance of the Series E Preferred Stock, the following have occurred and are
continuing:
(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), of beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Company entitling that person to
exercise more than 50% of the total voting power of all stock of the Company entitled to vote generally in the election of the Company’s
directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether
such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving entity has a
class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “
NYSE ”), the NYSE Amex Equities (the “ NYSE Amex ”), or the NASDAQ Stock Market (“ NASDAQ ”), or listed or quoted on an exchange or
quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series E Preferred Stock
may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of
Series E Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series E Preferred Stock are
to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series E Preferred Stock for
payment of the redemption price; (vi) that dividends on the shares of Series E Preferred Stock to be redeemed will cease to accumulate on the
redemption date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and
surrender of such Series E Preferred Stock; (viii) that the shares of Series E Preferred Stock are being redeemed pursuant to the Special
Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or
transactions constituting such Change of Control; and (ix) that holders of the shares of Series E Preferred Stock to which the notice relates will
not be able to tender such shares of Series E Preferred Stock for conversion in connection with the Change of Control and each share of Series
E Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed
on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series E
Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series E
Preferred Stock held by such holder to be redeemed.
If fewer than all of the outstanding shares of Series E Preferred Stock are to be redeemed pursuant to the Special Optional
Redemption Right, the shares to be redeemed shall be selected pro rata (as nearly as

6
7
practicable without creating fractional shares) by lot or in such other equitable method determined by the Company that will not result in a
violation of the Ownership Limit or the Aggregate Stock Ownership Limit (each as defined in Section 9(a)). If such redemption pursuant to the
Special Optional Redemption Right is to be by lot and, as a result, any holder of shares of Series E Preferred Stock would have actual
ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a)) in excess of the Ownership Limit (as defined in
Section 9(a)), the Aggregate Stock Ownership Limit (as defined in Section 9(a)), or such limit as permitted by the Board of Directors or a
committee thereof pursuant to Section 9(i), because such holder’s shares of Series E Preferred Stock were not redeemed, or were only redeemed
in part then, except as otherwise provided in the Charter, the Company shall redeem the requisite number of shares of Series E Preferred Stock of
such holder such that no holder will hold an amount of Series E Preferred Stock in excess of the applicable ownership limit, subsequent to
such redemption.
(c) If the Company has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient
funds for the redemption in trust for the benefit of the holders of the Series E Preferred Stock called for redemption, then from and after the
redemption date, those shares of Series E Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and
all other rights of the holders of those shares of Series E Preferred Stock will terminate. The holders of those shares of Series E Preferred Stock
will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends through, but not including, the
redemption date, without interest. So long as full cumulative dividends on the Series E Preferred Stock for all past dividend periods shall
have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set
apart for payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a
private sale, all or any part of the Series E Preferred Stock at such price or prices as the Company may determine, subject to the provisions of
applicable law, including the repurchase of shares of Series E Preferred Stock in open-market transactions duly authorized by the Board of
Directors.
(d) The holders of Series E Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend
payable with respect to the Series E Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the
Series E Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding
Dividend Payment Date or the Company’s default in the payment of the dividend due. Except as provided herein, the Company shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on Series E Preferred Stock for which a notice of redemption pursuant to
the Special Optional Redemption Right has been given.
(e) All shares of the Series E Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
Section 7. Voting Rights .
(a) Holders of the Series E Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
(b) Whenever dividends on any shares of Series E Preferred Stock shall be in arrears for six or more consecutive or non- consecutive quarterly
periods (a “ Preferred Dividend Default ”), the holders of such Series E Preferred Stock (voting together as a single class with all other classes
or series of preferred stock of the Company upon which like voting rights have been conferred and are exercisable (“ Parity Preferred ”),
including the Series C Cumulative Convertible Preferred Stock and the Series D Cumulative Convertible Preferred Stock of the Company) shall
be entitled to vote for the election of a total of two additional directors of the Company (the “ Preferred Directors ”) until all dividends
accumulated on such Series E Preferred Stock and Parity Preferred for the past dividend periods shall have been fully paid or declared and a
sum sufficient for the payment thereof is set aside for payment. In such case, the entire Board of Directors will be increased by two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred
Director will serve until his or her successor is duly elected and qualified or until such Preferred Director’s right to hold the office terminates,
whichever occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at
(i) either (A) a special meeting

8
called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the Company’s next annual
or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days of the
date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of stockholders, or
special meeting held in place thereof, until all such dividends in arrears on the Series E Preferred Stock and each such class or series of
outstanding Parity Preferred have been paid in full. A dividend in respect of Series E Preferred Stock shall be considered timely made if made
within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be any prior
quarterly dividend periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series E Preferred Stock and Parity Preferred, a special meeting of the
holders of Series E Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice of such
special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining holders
of the Series E Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of business on
the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders of the Series
E Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be entitled to
elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series E Preferred Stock and Parity Preferred
are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders
of one-third of the Series E Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person or by proxy, will
constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which holders of
the Series E Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they appear in
the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any applicable law,
a majority of the holders of the Series E Preferred Stock and Parity Preferred voting as a single class present in person or by proxy shall have
the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the meeting, until a
quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special
meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such
termination to holders of the Series E Preferred Stock and the Parity Preferred that would have been entitled to vote at such special meeting.
(e) If and when all accumulated dividends on such Series E Preferred Stock and all classes or series of Parity Preferred for the past dividend
periods shall have been fully paid or declared and a sum sufficient for the payment thereof is set aside for payment, the right of the holders of
Series E Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in the event
of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire Board
of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and shall
not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series E Preferred Stock and the Parity
Preferred entitled to vote thereon when they have the voting rights set forth in Section 7(b) (voting as a single class). So long as a Preferred
Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred Director
remaining in office, or if
none remains in office, by a vote of the holders of record of a majority of the outstanding Series E Preferred Stock when they have the voting
rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be
entitled to one vote on any matter.
(f) So long as any shares of Series E Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds
of the shares of Series E Preferred Stock and each other class or series of preferred stock ranking on parity with the Series E Preferred
Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company
upon which like voting rights have been conferred outstanding at the time, given in person or by proxy, either in writing or at a meeting
(voting as a single class) will be required to: (i) authorize, create or issue, or increase the number of authorized or issued shares of, any class or
series of capital stock ranking senior to the Series E Preferred Stock with respect to payment of dividends or the distribution of assets
upon

9
liquidation, dissolution or winding up of the Company or reclassify any authorized shares of capital stock of the Company into such capital
stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such capital stock; or (ii)
amend, alter or repeal the provisions of the Charter or the terms of the Series E Preferred Stock, whether by merger, consolidation, transfer or
conveyance of all or substantially all of its assets or otherwise (an “ Event ”), so as to materially and adversely affect any right, preference,
privilege or voting power of the Series E Preferred Stock; provided however , with respect to the occurrence of any of the Events set forth in (ii)
above, so long as the Series E Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that, upon
the occurrence of an Event, the Company may not be the surviving entity, the occurrence of such Event shall not be deemed to materially
and adversely affect such rights, preferences, privileges or voting power of Series E Preferred Stock, and in such case such holders shall not
have any voting rights with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the Series E Preferred
Stock receive the greater of the full trading price of the Series E Preferred Stock on the date of an Event set forth in (ii) above or the
$25.00 liquidation preference per share of the Series E Preferred Stock pursuant to the occurrence of any of the Events set forth in
(ii) above, then such holders shall not have any voting rights with respect to the Events set forth in (ii) above. Holders of shares of Series E
Preferred Stock shall not be entitled to vote with respect to (A) any increase in the total number of authorized shares of Common Stock or
Preferred Stock of the Company, or (B) any increase in the number of authorized shares of Series E Preferred Stock or the creation or issuance
of any other class or series of capital stock, or (C) any increase in the number of authorized shares of any other class or series of capital stock,
in each case referred to in clause (A), (B) or (C) above ranking on parity with or junior to the Series E Preferred Stock with respect to the
payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company. Except as set forth herein,
holders of the Series E Preferred Stock shall not have any voting rights with respect to, and the consent of the holders of the Series E Preferred
Stock shall not be required for, the taking of any corporate action, including an Event, regardless of the effect that such corporate action or
Event may have upon the powers, preferences, voting power or other rights or privileges of the Series E Preferred Stock.
(g) The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series E Preferred Stock shall have been redeemed or called for
redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption.
(h) In any matter in which the Series E Preferred Stock may vote (as expressly provided herein), each share of Series E Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
Section 8. Conversion. The shares of Series E Preferred Stock are not convertible into or exchangeable for any other property or
securities of the Company, except as provided in this Section 8.
(a) Upon the occurrence of a Change of Control, each holder of shares of Series E Preferred Stock shall have the right, unless, prior to
the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series E Preferred Stock
pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series E Preferred Stock held by such
holder (the “ Change of Control Conversion Right ”) on the Change of Control Conversion Date into a number of shares of Common Stock, per
share of Series E Preferred Stock to be converted (the “ Common Stock Conversion Consideration ”) equal to the lesser of (A) the quotient
obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series E Preferred Stock to be converted plus (y) the
amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control
Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount
for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 0.8378 (the “
Share Cap ”), subject to the immediately succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the
Common Stock), subdivisions or combinations (in each case, a “ Share Split ”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying
(i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common
Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock
outstanding

10
immediately prior to such Share Split. For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of
shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with
the exercise of the Change of Control Conversion Right shall not exceed 8,378,000 shares of Common Stock (or equivalent Alternative
Conversion Consideration, as applicable), subject to increase to the extent the underwriters’ over- allotment option to purchase additional shares
of Series E Preferred Stock in the initial public offering of Series E Preferred Stock is exercised, not to exceed 9,634,700 shares of Common Stock in
total (or equivalent Alternative Conversion Consideration, as applicable) (the “ Exchange Cap ”). The Exchange Cap is subject to pro rata
adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other
property or assets (including any combination thereof) (the “ Alternative Form Consideration ”), a holder of shares of Series E Preferred
Stock shall receive upon conversion of such shares of Series E Preferred Stock the kind and amount of Alternative Form Consideration which
such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common
Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “
Alternative Conversion Consideration ”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as
may be applicable to a Change of Control, shall be referred to herein as the “ Conversion Consideration ”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Change
of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority
of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common
Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to
any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion
of the consideration payable in the Change of Control.
The “ Change of Control Conversion Date ” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such
notice pursuant to Section 8(c).
The “ Common Stock Price ” shall be (i) if the consideration to be received in the Change of Control by the holders of Common Stock
is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the Change of
Control by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common Stock (or, if no
closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average
closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective
date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then traded, or (y) the
average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization
for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Common
Stock is not then listed for trading on a
U.S. securities exchange.
(b) No fractional shares of Common Stock shall be issued upon the conversion of Series E Preferred Stock. In lieu of fractional shares,
holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c) Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the
resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series E Preferred Stock at their
addresses as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. No failure
to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of
Series E Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting
the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series E Preferred Stock

11
may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change
of Control Conversion Date, which shall be a Business Day occurring within 20 to 35 days following the date of such notice; (vi) that if, prior
to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem all or any portion of the Series
E Preferred Stock, the holder will not be able to convert shares of Series E Preferred Stock designated for redemption and such shares of Series E
Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the
Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received
per share of Series E Preferred Stock; (viii) the name and address of the paying agent and the conversion agent; and (ix) the procedures that
the holders of Series E Preferred Stock must follow to exercise the Change of Control Conversion Right.
(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series E Preferred Stock.
(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series E Preferred Stock shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of
Series E Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s
transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series E Preferred Stock to be converted; and (iii) that the shares of Series E Preferred Stock are to be converted
pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series E Preferred
Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“ DTC ”).
(f) Holders of Series E Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in
part) by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the
Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series E Preferred Stock; (ii) if
certificated shares of Series E Preferred Stock have been issued, the certificate numbers of the shares of withdrawn Series E Preferred Stock; and
(iii) the number of shares of Series E Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the
shares of Series E Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC.
(g) Shares of Series E Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which
the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with
the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion
Date, the Company has provided or provides notice of its election to redeem such shares of Series E Preferred Stock, whether pursuant to its
Redemption Right or Special Optional Redemption Right. If the Company elects to redeem shares of Series E Preferred Stock that would
otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Series E
Preferred Stock shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption date $25.00
per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date.
(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change of
Control Conversion Date.
(i) Notwithstanding anything to the contrary contained herein, no holder of shares of Series E Preferred Stock will be entitled to convert
such shares of Series E Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock would cause
the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or Constructive Ownership
(each as defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit (as defined in
Section 9(a)), or

such other limit as permitted by the Board of Directors or the Committee pursuant to Section 9(i).
Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit .
(a) Definitions . For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have the
following meanings:
“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article 6 of the Charter.
“ Beneficial Ownership ” shall mean ownership of Series E Preferred Stock by a Person who is or would be treated as an owner of
such Series E Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “ Beneficial Owner ,” “ Beneficially Owns ” and “ Beneficially Owned ” shall
have the correlative meanings.
“ Capital Stock ” has the meaning set forth in Article 6 of the Charter.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)(vi) of these Articles
Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)
(3) of the Code.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any successor
provisions thereof as may be adopted from time to time.
“ Constructive Ownership ” shall mean ownership of Series E Preferred Stock by a Person who is or would be treated as an owner
of such Series E Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by
Section 856(d)(5) of the Code. The terms “ Constructive Owner ,” “ Constructively Owns ” and “ Constructively Owned ” shall have the
correlative meanings.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the
meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from tax under Section
501(a) of the Code shall be excluded from this definition.
“ IRS ” means the United States Internal Revenue Service.
“ Market Price ” shall mean the last reported sales price reported on the NYSE of the Series E Preferred Stock on the Trading Day
immediately preceding the relevant date, or if the Series E Preferred Stock is not then traded on the NYSE, the last reported sales price of
the Series E Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange or quotation
system over which the Series E Preferred Stock may be traded, or if the Series E Preferred Stock is not then traded over any exchange or
quotation system, the market price of the Series E Preferred Stock on the relevant date as determined in good faith by the Board of
Directors of the Company.
“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Series
E Preferred Stock of the Company. The number and value of shares of outstanding Series E Preferred Stock of the Company shall be
determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under
Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include an underwriter acting in a
capacity as such in a public offering of shares of Series E Preferred Stock provided that the ownership of such shares of Series E
Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of Section 856(h) of the
Code, or otherwise result in the Company failing to qualify as a REIT.
“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to
a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported Record
Transferee would have acquired or owned shares of Series E Preferred Stock for another Person who is the beneficial transferee or
beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
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“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series E Preferred Stock if such Transfer had
been valid under Section 9(b)(i) of these Articles Supplementary.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of Directors of the Company
determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“ Trading Day ” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not quoted
on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the
Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the principal other
market on which the Common Stock is then traded or quoted.
“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series E Preferred Stock as well
as any other event that causes any Person to Beneficially Own or Constructively Own Series E Preferred Stock, including (i) the granting of
any option or entering into any agreement for the sale, transfer or other disposition of Series E Preferred Stock or (ii) the sale, transfer,
assignment or other disposition of any securities (or rights convertible into or exchangeable for Series E Preferred Stock), whether
voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively (including but not
limited to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of Series E Preferred
Stock), and whether such transfer has occurred by operation of law or otherwise.
“ Trust ” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.
“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers .
(i) Prior to the Restriction Termination Date, but subject to Section 9(l):
(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of
Series E Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series E Preferred Stock
that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person Beneficially Owning
Capital Stock in excess of the Aggregate Stock Ownership Limit;
(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares of Series E
Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series E Preferred Stock
that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such Person
Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series E Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely
held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that
is described in Section 856(d)(2)(B) of the Code if the income derived by the Company (either directly or indirectly through one or
more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section
856(c) of the Code).
13

(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series E Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then that
number of shares of Series E Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or
Constructively Owning Series E Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series E Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series E Preferred Stock that, if effective,
would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to any
rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series E Preferred Stock.
(c) Transfers of Series E Preferred Stock in Trust .
(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series E
Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one
or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles Supplementary.
(ii) Series E Preferred Stock held by the Trustee shall be issued and outstanding Series E Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series E Preferred Stock held by the
Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held
in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of
Series E Preferred Stock held in the Trust.
(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series E Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series E Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series E Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have
no voting rights with respect to the Series E Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the
Series E Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to
rescind as void any vote cast by a Purported Record Transferee with respect to such Series E Preferred Stock prior to the discovery by the
Company that the Series E Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of
the Trustee acting for the benefit of the Charitable Beneficiary; provided , however , that if the Company has already taken irreversible
corporate action, then the Trustee shall not have the authority to rescind and recast such vote.
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Notwithstanding any other provision of these Articles Supplementary to the contrary, until the Company has received notification that the Series
E Preferred Stock has been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other stockholder records for
purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise
conducting votes of stockholders.
(iv) Within twenty (20) days of receiving notice from the Company that shares of Series E Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series E Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series E Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series E Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The Purported
Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series E Preferred Stock
in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series E Preferred Stock at Market Price, the Market Price of such shares of Series E Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series E Preferred Stock to the Trust) and (B) the price per share received by the
Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series E Preferred Stock held
in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions
which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to
Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the
Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of
such Series E Preferred Stock have been transferred to the Trustee, such shares of Series E Preferred Stock are sold by a Purported Record
Transferee then (1) such shares of Series E Preferred Stock shall be deemed to have been sold on behalf of the Trust and (2) to the extent that
the Purported Record Transferee received an amount for such shares of Series E Preferred Stock that exceeds the amount that such Purported
Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee upon demand.
(v) Series E Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee,
at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series E Preferred Stock in
the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase
of such shares of Series E Preferred Stock at Market Price, the Market Price of such shares of Series E Preferred Stock on the day of the event
which resulted in the transfer of such shares of Series E Preferred Stock to the Trust) and (B) the Market Price on the date the Company, or its
designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the amount of dividends
and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee
pursuant to Section 9(c)(iii). The Company shall have the right to accept such offer until the Trustee has sold the shares of Series E Preferred
Stock held in the Trust pursuant to Section 9(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares
of Series E Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record
Transferee and any dividends or other distributions held by the Trustee with respect to such Series E Preferred Stock shall thereupon be paid
to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series E Preferred Stock held in the Trust would not violate the restrictions set forth in
Section 9(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach . If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may
15

acquire beneficial ownership (determined without reference to any rules of attribution), Beneficial Ownership or Constructive Ownership of any
shares of Series E Preferred Stock of the Company in violation of Section 9(b) of these Articles Supplementary, the Board of Directors or the
Committee or other designees if permitted by the MGCL shall take such action as it deems advisable to refuse to give effect or to prevent such
Transfer, including, but not limited to, causing the Company to redeem shares of Series E Preferred Stock, refusing to give effect to such
Transfer on the books of the Company or instituting proceedings to enjoin such Transfer; provided , however , that any Transfers (or, in the
case of events other than a Transfer, ownership or Constructive Ownership or Beneficial Ownership) in violation of Section 9(b)(i) of these
Articles Supplementary, shall automatically result in the transfer to a Trust as described in Section 9(b)(ii) and any Transfer in violation of
Section 9(b)(iii) shall automatically be void ab initio irrespective of any action (or non-action) by the Board of Directors.
(e) Notice of Restricted Transfer . Any Person who acquires or attempts to acquire shares of Series E Preferred Stock in violation of
Section 9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust
results under Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall
provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or
attempted Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information . Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial
Owner or Constructive Owner of Series E Preferred Stock and each Person (including the stockholder of record) who is holding Series E
Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that the
Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited . Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and the
interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these Articles
Supplementary). In the event Section 9 requires an action by the Board of Directors and these Articles Supplementary fail to provide specific
guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action
is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board of Directors (which the Board of Directors may
make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 9(b)) acquired Beneficial or
Constructive Ownership of Series E Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply first to the shares
of Series E Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Series E
Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by
such Person, pro rata among the Persons who actually own such shares of Series E Preferred Stock based upon the relative number of the
shares of Series E Preferred Stock held by each such Person.
(i)Exceptions .
(i) Subject to Section 9(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series E Preferred Stock in violation of Section 9(b)(i)(A) if the Board of
Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate
Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 9(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Constructively Owning shares of Series E
16

Preferred Stock in violation of Section 9(b)(i)(B), if the Board of Directors determines that such ownership would not cause the Company to fail to
qualify as a REIT under the Code.
(iii) Subject to Section 9(b)(i)(C) and the remainder of this Section 9(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided , however , that the decreased Ownership Limit will not be effective for any Person whose percentage
ownership of Series E Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person’s percentage of Series E
Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series E Preferred Stock in excess of such
percentage ownership of Series E Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new Ownership
Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the Company.
(iv) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or other
action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series E Preferred
Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
9(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either case
in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine
or ensure the Company’s status as a REIT.
(j)Legends . Each certificate for Series E Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO
DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK
BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH,
WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S
CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR
SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH
RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE
DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 7.000% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES E
PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS
AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES E PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY
OWN SHARES OF SERIES E PREFERRED STOCK IN
17

18
EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING
SERIES E PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES E PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE
COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN SUCH PERSON
BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF
THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES E PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE
COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING
“CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY
AS A REIT; AND (iv) ANY TRANSFER OF SHARES OF SERIES E PREFERRED STOCK THAT, IF EFFECTIVE, WOULD RESULT
IN THE CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS WILL BE VOID
AB INITIO AND THE INTENDED TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES E PREFERRED
STOCK. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR
CONSTRUCTIVELY OWN SERIES E PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR
CONSTRUCTIVELY OWN SERIES E PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY
NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE
VIOLATED, THE SERIES E PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE
AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE
BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED
BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT
OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE.
FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE
RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE
ARTICLES SUPPLEMENTARY FOR THE SERIES E PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM
IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH,
INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES E
PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability . If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE . Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series E Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 9 after
such settlement.
(m)Applicability of Section 9 . The provisions set forth in this Section 9 shall apply to the Series E Preferred Stock notwithstanding any
contrary provisions of the Series E Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10. No Conversion Rights . The shares of Series E Preferred Stock shall not be convertible into or exchangeable for any other
property or securities of the Company or any other entity, except as otherwise provided herein.

19
Section 11. Record Holders . The Company and its transfer agent may deem and treat the record holder of any Series E Preferred Stock
as the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
Section 12. No Maturity or Sinking Fund . The Series E Preferred Stock has no maturity date, and no sinking fund has been established
for the retirement or redemption of Series E Preferred Stock; provided , however , that the Series E Preferred Stock owned by a stockholder in
excess of the Ownership Limit or Aggregate Stock Ownership Limit shall be subject to the provisions of Section 5 and Section 9 of this
Articles Supplementary.
Section 13. Exclusion of Other Rights . The Series E Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
Section 14. Headings of Subdivisions . The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
Section 15. Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series E Preferred Stock set forth in the Charter and these
Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other
preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of
redemption of Series E Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision
thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications or terms or conditions of redemption of the Series E Preferred Stock herein set forth shall be
deemed dependent upon any other provision thereof unless so expressed therein.
Section 16. No Preemptive Rights . No holder of Series E Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH : The Series E Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.
FIFTH : These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
SIXTH : These Articles Supplementary shall be effective at the time the State Department of Assessments and Taxation of Maryland accepts
these Articles Supplementary for record.
SEVENTH : The undersigned Chief Executive Officer of the Company acknowledges these Articles Supplementary to be the corporate act of
the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to
the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made
under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf
by its Chief Executive Officer and attested to by its Chief Financial Officer, Chief Investment Officer and Secretary as of the date first written
above.
DIGITAL REALTY TRUST, INC.
By:
/s/ Michael F. Foust
Name:Michael F. Foust
Title: Chief Executive Officer
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein Name: A.
William Stein
Title: Chief Financial Officer, Chief Investment Officer and Secretary
Signature Page to Articles Supplementary

DIGITAL REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST : The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the first two
sentences of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 195,000,000 shares of stock, consisting of 165,000,000 shares of Common Stock, $.01 par
value per share (“Common Stock”), and 30,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”). The
aggregate par value of all authorized shares of stock having par value is $1,950,000.
SECOND : The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing
amendment of the Charter was 175,000,000 shares of stock, consisting of 145,000,000 shares of Common Stock, $.01 par value per share, and
30,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value was
$1,750,000.
THIRD : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment
of the Charter is 195,000,000 shares of stock, consisting of 165,000,000 shares of Common Stock, $.01 par value per share, and 30,000,000 shares
of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $1,950,000.
FOURTH : The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not
changed by the foregoing amendment of the Charter.
FIFTH : The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as
required by law and was limited to a change expressly authorized by Section 2-105(a)(12) of the MGCL without any action by the stockholders of
the Corporation.
SIXTH : The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all
matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief,
these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed under seal in its name and on its
behalf by its Chief Financial Officer, Chief Investment Officer and Secretary and attested to by its Senior Vice President, General Counsel and
Assistant Secretary on this 28th day of October, 2011.
DIGITAL REALTY TRUST, INC.
By:/s/ A. William Stein
(SEAL) Name:A.
William Stein
Title: Chief Financial Officer, Chief Investment Officer and
Secretary
ATTEST:
DIGITAL REALTY TRUST, INC.
By: /s/ Joshua A. Mills Name: Joshua A.
Mills
Title: Senior Vice President, General Counsel and Assistant
Secretary

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 8,050,000 SHARES OF
6.625% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK APRIL 4, 2012
Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “ Department ”) that:
FIRST : Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board of Directors ”) by Article IV of
the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (the “ Charter ”) and Section 2-105 of
the Maryland General Corporation Law (the “ MGCL ”), the Board of Directors, by resolutions duly adopted on March 14, 2012, has authorized
the issuance, classification and designation of a number of shares of the authorized but unissued preferred stock of the Company, par value
$0.01 per share (“ Preferred Stock ”), as a separate class of Preferred Stock, that, on the date of issue, have a liquidation value or aggregate
offering price of up to $275,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option), and, pursuant to the
powers contained in the Bylaws of the Company and the MGCL, appointed a committee (the “ Committee ”) of the Board of Directors and
delegated to the Committee, to the fullest extent permitted by the MGCL and the Charter and Bylaws of the Company, among other things, all
powers of the Board of Directors with respect to (i) setting the number of shares of the Preferred Stock to be classified and designated,
provided that in no event shall the liquidation value or aggregate offering price of such shares exceed $275,000,000 (plus up to an additional
15% to cover any underwriter over-allotment option), (ii) choosing the cumulative dividend percentage for the Preferred Stock, (iii) selecting the
dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price per share for the Preferred Stock, (v) authorizing,
approving and filing these Articles Supplementary with the Department and (vi) authorizing and approving all such other actions as the
Committee may deem necessary or desirable in connection with the classification, authorization, issuance, offer, and sale of the Preferred Stock.
SECOND : The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class of
Preferred Stock to be known as the “6.625% Series F Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 6.625% Series F Cumulative Redeemable Preferred Stock, and authorizing the issuance of
up to 7,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 6.625% Series F Cumulative
Redeemable Preferred Stock.
THIRD : The designation, number of shares, preferences, rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, terms and conditions of redemption and other terms and conditions of the separate class of Preferred Stock of
the Company designated as the 6.625% Series F Cumulative Redeemable Preferred Stock are as follows, which upon any restatement of the
Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes to the enumeration
or lettering of Sections or subsections thereof:
Section 1. Designation and Number . A series of Preferred Stock, designated the “6.625% Series F Cumulative Redeemable Preferred Stock”
(the “ Series F Preferred Stock ”), is hereby established. The number of shares of Series F Preferred Stock shall be 8,050,000.
Section 2. Rank . The Series F Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company, rank: (a) senior to all classes or series of the Company’s common stock, par value $0.01 per share (the “
Common Stock ”), and all classes or series

2
of capital stock of the Company now or hereafter authorized, issued or outstanding expressly designated as ranking junior to the Series F
Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company; (b) on
parity with the Series C Cumulative Convertible Preferred Stock, par value $0.01 per share, the Series D Cumulative Convertible Preferred Stock,
par value $0.01 per share, and the Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company and with any
class or series of capital stock of the Company expressly designated as ranking on parity with the Series F Preferred Stock as to dividend
rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company; and (c) junior to any class or series of
capital stock of the Company expressly designated as ranking senior to the Series F Preferred Stock as to dividend rights and rights upon
voluntary or involuntary liquidation, dissolution or winding up of the Company. The term “ capital stock ” does not include convertible or
exchangeable debt securities, which will rank senior to the Series F Preferred Stock prior to conversion or exchange. The Series F Preferred Stock
will also rank junior in right of payment to the Company’s other existing and future debt obligations.
Section 3. Dividends .
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series F
Preferred Stock as to dividends, the holders of shares of the Series F Preferred Stock shall be entitled to receive, when, as and if authorized
by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash
dividends at the rate of 6.625% per annum of the $25.00 liquidation preference per share of the Series F Preferred Stock (equivalent to a fixed
annual amount of $1.65625 per share of the Series F Preferred Stock). Such dividends shall accrue and be cumulative from and including the
first date on which any shares of Series F Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on
each Dividend Payment Date (as defined below), commencing June 30, 2012; provided , however , that if any Dividend Payment Date is not a
Business Day (as defined below),
then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the next succeeding Business
Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or
other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of
any dividend payable on the Series F Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on
the basis of a 360-day year consisting of twelve 30-day months.
Dividends will be payable to holders of record as they appear in the stockholder records of the Company at the close of business on the
applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share
of Series F Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with
respect to each other share of Series F Preferred Stock that is outstanding on such date. “ Dividend Record Date ” shall mean the date
designated by the Board of Directors for the payment of dividends that is not more than 35 or fewer than 10 days prior to the applicable
Dividend Payment Date. “ Dividend Payment Date ” shall mean the last calendar day of each March, June, September and December,
commencing on June 30, 2012. “ Dividend Period ” shall mean the respective periods commencing on and including the first day of January,
April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period
(other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include June 30, 2012, and other
than the Dividend Period during which any shares of Series F Preferred Stock shall be redeemed pursuant to Section 5 or Section 6, which shall
end on and include the day preceding the call date with respect to the shares of Series F Preferred Stock being redeemed).
The term “ Business Day ” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series F Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set

3
apart for payment, and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to,
any shares of Common Stock or shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or
junior to the Series F Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of
capital stock ranking junior to the Series F Preferred Stock as to dividends and upon liquidation) for any period, nor shall any shares of
Common Stock or any other shares of any other class or series of capital stock of the Company ranking, as to dividends or upon liquidation, on
parity with or junior to the Series F Preferred Stock be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be
paid or made available for a sinking fund for the redemption of such shares, and no other distribution of cash or other property may be made,
directly or indirectly, on or with respect thereto by the Company (except by conversion into or exchange for other shares of any class or
series of capital stock of the Company ranking junior to the Series F Preferred Stock as to dividends and upon liquidation, and except for the
acquisition of shares made pursuant to the provisions of Article VI of the Charter or Section 9 hereof), unless full cumulative dividends on
the Series F Preferred Stock for all past dividend periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared
and a sum sufficient for the payment thereof in cash is set apart for such payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series F Preferred Stock
and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series F Preferred Stock, all dividends
declared upon the Series F Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the
Series F Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series F Preferred Stock and such
other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series F
Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on such
other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series F Preferred Stock which may be in arrears.
(e) Holders of shares of Series F Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
capital stock, in excess of full cumulative dividends on the Series F Preferred Stock as provided herein. Any dividend payment made on the
Series F Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain
payable. Accrued but unpaid distributions on the Series F Preferred Stock will accumulate as of the Dividend Payment Date on which they first
become payable.
Section 4. Liquidation Preference .
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution or payment shall
be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series F Preferred Stock, the holders of shares
of Series F Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to its stockholders,
after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of $25.00 per share, plus an amount
equal to any accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of payment. In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient to pay the full
amount of the liquidating distributions on all outstanding shares of Series F Preferred Stock and the corresponding amounts payable on all
shares of other classes or series of capital stock of the Company ranking, as to liquidation rights, on parity with the Series F Preferred Stock in
the distribution of assets, then the holders of the Series F Preferred Stock and each such other class or series of capital stock ranking, as to
rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series F Preferred Stock shall share ratably
in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.
Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Company, stating the payment date or dates
when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail,
postage pre-paid, not fewer than 30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series F
Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company.

4
After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series F Preferred Stock will have no
right or claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation,
trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company, shall
not be deemed to constitute a liquidation, dissolution or winding up of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the
Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series
F Preferred Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption .
(a) Shares of Series F Preferred Stock shall not be redeemable prior to April 5, 2017 except as set forth in Section 6 or to preserve the status
of the Company as a REIT (as defined in Section 9(a)) for United States federal income tax purposes. In addition, the Series F Preferred
Stock shall be subject to the provisions of Section 9 pursuant to which Series F Preferred Stock owned by a stockholder in excess of the
Ownership Limit (as defined in Section 9(a)) shall automatically be transferred to a Trust (as defined in Section 9(a)) for the exclusive benefit of
a Charitable Beneficiary (as defined in Section 9(a)).
(b) On and after April 5, 2017, the Company, at its option upon not fewer than 30 or more than 60 days’ written notice, may redeem the Series
F Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and
unpaid dividends (whether or not authorized or declared) thereon up to but not including the date fixed for redemption, without interest, to the
extent the Company has funds legally available therefor (the “ Redemption Right ”). If fewer than all of the outstanding shares of Series F
Preferred Stock are to be redeemed, the shares of Series F Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be
practicable without creating fractional shares) by lot or by any other equitable method determined by the Company that will not result in a
violation of the Ownership Limit or the Aggregate Stock Ownership Limit (each as defined in Section 9(a)). If redemption is to be by lot and, as a
result, any holder of shares of Series F Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as
defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit (as defined in Section
9(a)), or such other limit as permitted by the Board of Directors or the Committee pursuant to Section 9(i), because such holder’s shares of
Series F Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Company shall
redeem the requisite number of shares of Series F Preferred Stock of such holder such that no holder will hold an amount of Series F Preferred Stock
in excess of the applicable ownership limit, subsequent to such redemption. Holders of Series F Preferred Stock to be redeemed shall surrender
such Series F Preferred Stock at the place, or in accordance with the book entry procedures, designated in such notice and shall be entitled to
the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If
(i) notice of redemption of any shares of Series F Preferred Stock has been given (in the case of a redemption of the Series F Preferred Stock
other than to preserve the status of the Company as a REIT), (ii) the funds necessary for such redemption have been set aside by the Company
in trust for the benefit of the holders of any shares of Series F Preferred Stock so called for redemption, and (iii) irrevocable instructions have
been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date, dividends shall cease
to accrue on such shares of Series F Preferred Stock, such shares of Series F Preferred Stock shall no longer be deemed outstanding, and all
rights of the holders of such shares shall terminate, except the right to receive the redemption price plus any accrued and unpaid dividends
payable upon such redemption, without interest. So long as full cumulative dividends on the Series F Preferred Stock for all past dividend
periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof
in cash is set apart for payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at
a public or a private sale, all or any part of the Series F Preferred Stock at such price or prices as the Company may determine, subject to the
provisions of applicable law, including the repurchase of shares of Series F Preferred Stock in open-market transactions duly authorized by
the Board of Directors.

(c) In the event of any redemption of the Series F Preferred Stock in order to preserve the status of the Company as a REIT for United
States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5 of
these Articles Supplementary. If the Company calls for redemption any shares of Series F Preferred Stock pursuant to and in accordance with this
Section 5(c), then the redemption price for such shares will be an amount in cash equal to
$25.00 per share together with all accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on the Series F Preferred Stock for all past dividend periods shall have been or contemporaneously are
(i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series
F Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all
outstanding shares of Series F Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly
or indirectly any shares of Series F Preferred Stock or any class or series of capital stock of the Company ranking, as to dividends or upon
liquidation, on parity with or junior to the Series F Preferred Stock (except by conversion into or exchange for shares of capital stock of the
Company ranking, as to dividends and upon liquidation, junior to the Series F Preferred Stock); provided , however , that the foregoing shall
not prevent the purchase of Series F Preferred Stock, or any other class or series of capital stock of the Company ranking, as to dividends or
upon liquidation, on parity with or junior to the Series F Preferred Stock, by the Company in accordance with the terms of Sections 5(c) and 9
of these Articles Supplementary or otherwise, in order to ensure that the Company remains qualified as a REIT for United States federal
income tax purposes, or the purchase or acquisition of Series F Preferred Stock pursuant to a purchase or exchange offer made on the same
terms to holders of all outstanding shares of Series F Preferred Stock.
(e) Notice of redemption pursuant to the Redemption Right will be given by publication in a newspaper of general circulation in the City
of New York, such publication to be made once a week for two successive weeks commencing not fewer than 30 or more than 60 days prior to
the redemption date. A similar notice will be mailed by the Company, postage prepaid, not fewer than 30 or more than 60 days prior to the
redemption date, addressed to the respective holders of record of the Series F Preferred Stock to be redeemed at their respective addresses as
they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect the validity of the proceedings for
the redemption of any Series F Preferred Stock except as to the holder to whom such notice was defective or not given. In addition to any
information required by law or by the applicable rules of any exchange upon which the Series F Preferred Stock may be listed or admitted to
trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series F Preferred Stock to be
redeemed; (iv) the place or places where the certificates, if any, representing shares of Series F Preferred Stock are to be surrendered for
payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series F Preferred Stock for payment of the
redemption price; (vi) that dividends on the shares of Series F Preferred Stock to be redeemed will cease to accumulate on such redemption
date; and (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and
surrender of such Series F Preferred Stock. If fewer than all of the shares of Series F Preferred Stock held by any holder are to be redeemed,
the notice mailed to such holder shall also specify the number of shares of Series F Preferred Stock held by such holder to be redeemed.
Notwithstanding anything else to the contrary in these Articles Supplementary, the Company shall not be required to provide notice to the
holder of Series F Preferred Stock in the event such holder’s Series F Preferred Stock is redeemed in accordance with Sections 5(c) and 9 of
these Articles Supplementary to preserve the Company’s status as a REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series
F Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each
holder of Series F Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end
of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the
Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series F Preferred Stock for which a notice of
redemption has been given.
5

6
(g) All shares of the Series F Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
(h) The Series F Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided , however , that the Series F Preferred Stock owned by a stockholder in excess of the applicable ownership limit shall be subject to
the provisions of this Section 5 and Section 9 of these Articles Supplementary.
Section 6. Special Optional Redemption by the Company .
(a) Upon the occurrence of a Change of Control (as defined below), the Company will have the option upon written notice mailed by
the Company, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record
of shares of the Series F Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer records of the
Company, to redeem shares of the Series F Preferred Stock, in whole or in part within 120 days after the first date on which such Change of
Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“ Special
Optional Redemption Right ”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series F Preferred Stock except as to the holder to whom notice was defective or not given.
If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of redemption with
respect to the Series F Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of
shares of Series F Preferred Stock will not have the conversion right described below in Section 8.
A “ Change of Control ” is when, after the original issuance of the Series F Preferred Stock, the following have occurred and are
continuing:
(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), of beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Company entitling that person to
exercise more than 50% of the total voting power of all stock of the Company entitled to vote generally in the election of the Company’s
directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether
such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving entity has a
class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “
NYSE ”), the NYSE Amex Equities (the “ NYSE Amex ”), or the NASDAQ Stock Market (“ NASDAQ ”), or listed or quoted on an exchange or
quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series F Preferred Stock
may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of
Series F Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series F Preferred Stock are
to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series F Preferred Stock for
payment of the redemption price; (vi) that dividends on the shares of Series F Preferred Stock to be redeemed will cease to accumulate on the
redemption date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and
surrender of such Series F Preferred Stock; (viii) that the shares of Series F Preferred Stock are being redeemed pursuant to the Special
Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or
transactions constituting such Change of Control; and (ix) that holders of the shares of Series F Preferred Stock to which the notice relates
will not be able to tender such shares of Series F Preferred Stock for conversion in connection with the Change of Control and each share of
Series F Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for

redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all
of the shares of Series F Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number
of shares of Series F Preferred Stock held by such holder to be redeemed.
If fewer than all of the outstanding shares of Series F Preferred Stock are to be redeemed pursuant to the Special Optional
Redemption Right, the shares to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) by lot or
in such other equitable method determined by the Company that will not result in a violation of the Ownership Limit or the Aggregate Stock
Ownership Limit (each as defined in Section 9(a)). If such redemption pursuant to the Special Optional Redemption Right is to be by lot and,
as a result, any holder of shares of Series F Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership
(each as defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit (as
defined in Section 9(a)), or such limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(i), because such
holder’s shares of Series F Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the Charter,
the Company shall redeem the requisite number of shares of Series F Preferred Stock of such holder such that no holder will hold an amount of
Series F Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption.
(c) If the Company has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient
funds for the redemption in trust for the benefit of the holders of the Series F Preferred Stock called for redemption, then from and after the
redemption date, those shares of Series F Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and
all other rights of the holders of those shares of Series F Preferred Stock will terminate. The holders of those shares of Series F Preferred Stock
will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption
date, without interest. So long as full cumulative dividends on the Series F Preferred Stock for all past dividend periods shall have been or
contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for
payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a private
sale, all or any part of the Series F Preferred Stock at such price or prices as the Company may determine, subject to the provisions of applicable
law, including the repurchase of shares of Series F Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(d) The holders of Series F Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend
payable with respect to the Series F Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the
Series F Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding
Dividend Payment Date or the Company’s default in the payment of the dividend due. Except as provided herein, the Company shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on Series F Preferred Stock for which a notice of redemption pursuant to
the Special Optional Redemption Right has been given.
(e) All shares of the Series F Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
Section 7. Voting Rights .
(a) Holders of the Series F Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
(b) Whenever dividends on any shares of Series F Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “ Preferred Dividend Default ”), the holders of such Series F Preferred Stock (voting together as a single class with all
other classes or series of preferred stock of the Company upon which like voting rights have been conferred and are exercisable (“ Parity
Preferred ”), including the Series C Cumulative Convertible Preferred Stock, the Series D Cumulative Convertible Preferred Stock and the Series E
Cumulative Redeemable Preferred Stock of the Company) shall be entitled to vote for the election of a total of two additional directors of the
Company (the “ Preferred Directors ”) until all dividends accumulated on such Series F Preferred Stock and Parity Preferred for the past
dividend periods shall have been fully paid or declared and a sum sufficient for the payment thereof is set aside for payment. In such case,
the entire Board of Directors will be increased by two directors.

7
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualified or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A)
a special meeting called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the Company’s
next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days
of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of
stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series F Preferred Stock and each such class
or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series F Preferred Stock shall be considered timely
made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be
any prior quarterly dividend periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series F Preferred Stock and Parity Preferred, a special meeting of
the holders of Series F Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice
of such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining
holders of the Series F Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of
business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders
of the Series F Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be
entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series F Preferred Stock and Parity
Preferred are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or
holders of one-third of the Series F Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person or by
proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which
holders of the Series F Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they
appear in the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any
applicable law, a majority of the holders of the Series F Preferred Stock and Parity Preferred voting as a single class present in person or by
proxy shall have the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the
meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but
before such special meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed
notice of such termination to holders of the Series F Preferred Stock and the Parity Preferred that would have been entitled to vote at such
special meeting.
(e) If and when all accumulated dividends on such Series F Preferred Stock and all classes or series of Parity Preferred for the past dividend
periods shall have been fully paid or declared and a sum sufficient for the payment thereof is set aside for payment, the right of the holders of
Series F Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in the event of
each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the
entire Board of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote
of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series F Preferred Stock and
the Parity Preferred entitled to vote thereon when they have the voting rights set forth in Section 7(b) (voting as a single class). So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding Series F Preferred
Stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of
the Preferred Directors shall be entitled to one vote on any matter.
8

(f) So long as any shares of Series F Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of
the shares of Series F Preferred Stock and each other class or series of preferred stock ranking on parity with the Series F Preferred Stock
with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company upon
which like voting rights have been conferred outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting as a
single class) will be required to: (i) authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of
capital stock ranking senior to the Series F Preferred Stock with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up of the Company or reclassify any authorized shares of capital stock of the Company into such capital
stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such capital stock; or (ii)
amend, alter or repeal the provisions of the Charter or the terms of the Series F Preferred Stock, whether by merger, consolidation, transfer or
conveyance of all or substantially all of its assets or otherwise (an “ Event ”), so as to materially and adversely affect any right, preference,
privilege or voting power of the Series F Preferred Stock; provided however , with respect to the occurrence of any of the Events set forth in
(ii) above, so long as the Series F Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that,
upon the occurrence of an Event, the Company may not be the surviving entity, the occurrence of such Event shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting power of Series F Preferred Stock, and in such case such holders
shall not have any voting rights with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the
Series F Preferred Stock receive the greater of the full trading price of the Series F Preferred Stock on the date of an Event set forth in (ii) above
or the $25.00 liquidation preference per share of the Series F Preferred Stock pursuant to the occurrence of any of the Events set forth in (ii)
above, then such holders shall not have any voting rights with respect to the Events set forth in (ii) above. Holders of shares of Series F
Preferred Stock shall not be entitled to vote with respect to (A) any increase in the total number of authorized shares of Common Stock or
Preferred Stock of the Company, or (B) any increase in the number of authorized shares of Series F Preferred Stock or the creation or issuance of
any other class or series of capital stock, or (C) any increase in the number of authorized shares of any other class or series of capital stock,
in each case referred to in clause (A), (B) or (C) above ranking on parity with or junior to the Series F Preferred Stock with respect to the payment
of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company. Except as set forth herein, holders of
the Series F Preferred Stock shall not have any voting rights with respect to, and the consent of the holders of the Series F Preferred Stock shall
not be required for, the taking of any corporate action, including an Event, regardless of the effect that such corporate action or Event may have
upon the powers, preferences, voting power or other rights or privileges of the Series F Preferred Stock.
(g) The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series F Preferred Stock shall have been redeemed or called for
redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption.
(h) In any matter in which the Series F Preferred Stock may vote (as expressly provided herein), each share of Series F Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
Section 8. Conversion . The shares of Series F Preferred Stock are not convertible into or exchangeable for any other property or
securities of the Company, except as provided in this Section 8.
(a) Upon the occurrence of a Change of Control, each holder of shares of Series F Preferred Stock shall have the right, unless, prior to
the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series F Preferred Stock
pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series F Preferred Stock held by such
holder (the “ Change of Control Conversion Right ”) on the Change of Control Conversion Date into a number of shares of Common Stock, per
share of Series F Preferred Stock to be converted (the “ Common Stock Conversion Consideration ”) equal to the lesser of (A) the quotient
obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series F Preferred Stock to be converted plus (y) the
amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control
Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount
for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 0.6843 (the “
Share Cap ”), subject to the immediately succeeding paragraph.

9
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the
Common Stock), subdivisions or combinations (in each case, a “ Share Split ”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying
(i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common
Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock
outstanding immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock
(or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the
Change of Control Conversion Right shall not exceed 4,790,100 shares of Common Stock (or equivalent Alternative Conversion Consideration, as
applicable), subject to increase to the extent the underwriters’ over-allotment option to purchase additional shares of Series F Preferred Stock in
the initial public offering of Series F Preferred Stock is exercised, not to exceed 5,508,615 shares of Common Stock in total (or equivalent
Alternative Conversion Consideration, as applicable) (the “ Exchange Cap ”). The Exchange Cap is subject to pro rata adjustments for any
Share Splits on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other
property or assets (including any combination thereof) (the “ Alternative Form Consideration ”), a holder of shares of Series F Preferred
Stock shall receive upon conversion of such shares of Series F Preferred Stock the kind and amount of Alternative Form Consideration which
such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common
Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “
Alternative Conversion Consideration ”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as
may be applicable to a Change of Control, shall be referred to herein as the “ Conversion Consideration ”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Change
of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority
of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common
Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to
any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion
of the consideration payable in the Change of Control.
The “ Change of Control Conversion Date ” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such
notice pursuant to Section 8(c).
The “ Common Stock Price ” shall be (i) if the consideration to be received in the Change of Control by the holders of Common Stock
is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the Change of
Control by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common Stock (or, if no
closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average
closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective
date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then traded, or (y) the
average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization
for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Common
Stock is not then listed for trading on a
U.S. securities exchange.
10

(b) No fractional shares of Common Stock shall be issued upon the conversion of Series F Preferred Stock. In lieu of fractional shares,
holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c) Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the
resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series F Preferred Stock at their
addresses as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. No failure to
give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of
Series F Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting
the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series F Preferred Stock may exercise
their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control
Conversion Date, which shall be a Business Day occurring within 20 to 35 days following the date of such notice; (vi) that if, prior to the
Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem all or any portion of the Series F
Preferred Stock, the holder will not be able to convert shares of Series F Preferred Stock designated for redemption and such shares of Series
F Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the
Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received
per share of Series F Preferred Stock; (viii) the name and address of the paying agent and the conversion agent; and
(ix) the procedures that the holders of Series F Preferred Stock must follow to exercise the Change of Control Conversion Right.
(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series F Preferred Stock.
(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series F Preferred Stock shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of
Series F Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s
transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series F Preferred Stock to be converted; and (iii) that the shares of Series F Preferred Stock are to be converted
pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series F Preferred
Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“ DTC ”).
(f) Holders of Series F Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in
part) by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the
Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series F Preferred Stock; (ii) if
certificated shares of Series F Preferred Stock have been issued, the certificate numbers of the shares of withdrawn Series F Preferred Stock; and
(iii) the number of shares of Series F Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the
shares of Series F Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC.
11

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(g) Shares of Series F Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which
the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with
the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion
Date, the Company has provided or provides notice of its election to redeem such shares of Series F Preferred Stock, whether pursuant to its
Redemption Right or Special Optional Redemption Right. If the Company elects to redeem shares of Series F Preferred Stock that would
otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Series F
Preferred Stock shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption date $25.00
per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date.
(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change of
Control Conversion Date.
(i) Notwithstanding anything to the contrary contained herein, no holder of shares of Series F Preferred Stock will be entitled to convert
such shares of Series F Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock would cause
the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or Constructive Ownership
(each as defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit (as defined in
Section 9(a)), or such other limit as permitted by the Board of Directors or the Committee pursuant to Section 9(i).
Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit .
(a) Definitions . For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have the
following meanings:
“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article 6 of the Charter.
“ Beneficial Ownership ” shall mean ownership of Series F Preferred Stock by a Person who is or would be treated as an owner of
such Series F Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “ Beneficial Owner ,” “ Beneficially Owns ” and “ Beneficially Owned ” shall
have the correlative meanings.
“ Capital Stock ” has the meaning set forth in Article 6 of the Charter.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)(vi) of these Articles
Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)
(3) of the Code.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any successor
provisions thereof as may be adopted from time to time.
“ Constructive Ownership ” shall mean ownership of Series F Preferred Stock by a Person who is or would be treated as an owner
of such Series F Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by
Section 856(d)(5) of the Code. The terms “ Constructive Owner ,” “ Constructively Owns ” and “ Constructively Owned ” shall have the
correlative meanings.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the
meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from tax under Section
501(a) of the Code shall be excluded from this definition.
“ IRS ” means the United States Internal Revenue Service.

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“ Market Price ” shall mean the last reported sales price reported on the NYSE of the Series F Preferred Stock on the Trading Day
immediately preceding the relevant date, or if the Series F Preferred Stock is not then traded on the NYSE, the last reported sales price of
the Series F Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange or quotation
system over which the Series F Preferred Stock may be traded, or if the Series F Preferred Stock is not then traded over any exchange or
quotation system, the market price of the Series F Preferred Stock on the relevant date as determined in good faith by the Board of
Directors of the Company.
“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Series
F Preferred Stock of the Company. The number and value of shares of outstanding Series F Preferred Stock of the Company shall be
determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under
Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include an underwriter acting in a
capacity as such in a public offering of shares of Series F Preferred Stock provided that the ownership of such shares of Series F
Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of Section 856(h) of the
Code, or otherwise result in the Company failing to qualify as a REIT.
“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to
a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported Record
Transferee would have acquired or owned shares of Series F Preferred Stock for another Person who is the beneficial transferee or
beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series F Preferred Stock if such Transfer had
been valid under Section 9(b)(i) of these Articles Supplementary.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of Directors of the Company
determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“ Trading Day ” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not quoted
on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the
Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the principal other
market on which the Common Stock is then traded or quoted.
“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series F Preferred Stock as well
as any other event that causes any Person to Beneficially Own or Constructively Own Series F Preferred Stock, including (i) the granting
of any option or entering into any agreement for the sale, transfer or other disposition of Series F Preferred Stock or (ii) the sale,
transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series F Preferred Stock),
whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively
(including but not limited to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of
Series F Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“ Trust ” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.

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“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b)
Restriction on Ownership and Transfers .
(i) Prior to the Restriction Termination Date, but subject to Section 9(l):
(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of
Series F Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series F Preferred Stock
that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person Beneficially Owning
Capital Stock in excess of the Aggregate Stock Ownership Limit;
(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares of Series F
Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series F Preferred Stock
that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such Person
Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series F Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely
held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that
is described in Section 856(d)(2)(B) of the Code if the income derived by the Company (either directly or indirectly through one or
more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section
856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series F Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then that
number of shares of Series F Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or
Constructively Owning Series F Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series F Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series F Preferred Stock that, if effective,
would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to any
rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series F Preferred Stock.
(c)
Transfers of Series F Preferred Stock in Trust .
(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series F
Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one
or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles Supplementary.

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(ii) Series F Preferred Stock held by the Trustee shall be issued and outstanding Series F Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series F Preferred Stock held by the
Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held
in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of
Series F Preferred Stock held in the Trust.
(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series F Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series F Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series F Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have
no voting rights with respect to the Series F Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the Series
F Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to rescind as
void any vote cast by a Purported Record Transferee with respect to such Series F Preferred Stock prior to the discovery by the Company that
the Series F Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of the Trustee
acting for the benefit of the Charitable Beneficiary; provided , however , that if the Company has already taken irreversible corporate action,
then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles
Supplementary to the contrary, until the Company has received notification that the Series F Preferred Stock has been transferred into a
Trust, the Company shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders
entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.
(iv) Within twenty (20) days of receiving notice from the Company that shares of Series F Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series F Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series F Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series F Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The Purported
Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series F Preferred Stock
in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series F Preferred Stock at Market Price, the Market Price of such shares of Series F Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series F Preferred Stock to the Trust) and (B) the price per share received by the
Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series F Preferred Stock held
in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions
which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to
Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the
Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of
such Series F Preferred Stock have been transferred to the Trustee, such shares of Series F Preferred Stock are sold by a Purported Record
Transferee then (1) such shares of Series F Preferred Stock shall be deemed to have been sold on behalf of the Trust and (2) to the extent that
the Purported Record Transferee received an amount for such shares of Series F Preferred Stock that exceeds the amount that such Purported
Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee upon demand.

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(v) Series F Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee,
at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series F Preferred Stock in
the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase
of such shares of Series F Preferred Stock at Market Price, the Market Price of such shares of Series F Preferred Stock on the day of the event
which resulted in the transfer of such shares of Series F Preferred Stock to the Trust) and (B) the Market Price on the date the Company, or its
designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the amount of dividends
and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee
pursuant to Section 9(c)(iii). The Company shall have the right to accept such offer until the Trustee has sold the shares of Series F Preferred
Stock held in the Trust pursuant to Section 9(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares
of Series F Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record
Transferee and any dividends or other distributions held by the Trustee with respect to such Series F Preferred Stock shall thereupon be paid
to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series F Preferred Stock held in the Trust would not violate the restrictions set forth in
Section 9(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach . If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series F Preferred Stock of the Company in violation of Section
9(b) of these Articles Supplementary, the Board of Directors or the Committee or other designees if permitted by the MGCL shall take such
action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem
shares of Series F Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin
such Transfer; provided , however , that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or
Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as
described in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio irrespective of any action (or
non-action) by the Board of Directors.
(e) Notice of Restricted Transfer . Any Person who acquires or attempts to acquire shares of Series F Preferred Stock in violation of
Section 9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust
results under Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall
provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or
attempted Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information . Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial
Owner or Constructive Owner of Series F Preferred Stock and each Person (including the stockholder of record) who is holding Series F
Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that the
Company may request, in good faith, in order to determine the Company’s status as a REIT.

(g) Remedies Not Limited . Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and the
interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these Articles
Supplementary). In the event Section 9 requires an action by the Board of Directors and these Articles Supplementary fail to provide specific
guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action
is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board of Directors (which the Board of Directors may
make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 9(b)) acquired Beneficial or
Constructive Ownership of Series F Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply first to the shares
of Series F Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Series F
Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by
such Person, pro rata among the Persons who actually own such shares of Series F Preferred Stock based upon the relative number of the
shares of Series F Preferred Stock held by each such Person.
(i)Exceptions .
(i) Subject to Section 9(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series F Preferred Stock in violation of Section 9(b)(i)(A) if the Board of
Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate
Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 9(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Constructively Owning shares of Series F Preferred Stock in violation of Section 9(b)(i)(B), if the Board of
Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii) Subject to Section 9(b)(i)(C) and the remainder of this Section 9(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided , however , that the decreased Ownership Limit will not be effective for any Person whose percentage
ownership of Series F Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person's percentage of Series F
Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series F Preferred Stock in excess of
such percentage ownership of Series F Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new
Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the
Company.
(iv) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or other
action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series F Preferred
Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to
Section 9(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in
either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order
to determine or ensure the Company's status as a REIT.
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(j)Legends . Each certificate for Series F Preferred Stock shall bear substantially the following legends in addition to any legends required
to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE
THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE
ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING
POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND
CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE
AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN
THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE
AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS
FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 6.625% SERIES F CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES F PREFERRED
STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE
OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN
FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES F
PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES F PREFERRED
STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE
OUTSTANDING SERIES F PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY
OWN SHARES OF SERIES F PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE
COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN SUCH PERSON
BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF THE
COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF
SERIES F PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY
BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY
HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iv)
ANY TRANSFER OF SHARES OF SERIES F PREFERRED STOCK THAT, IF EFFECTIVE, WOULD RESULT IN THE CAPITAL STOCK
OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS WILL BE VOID AB INITIO AND THE
INTENDED TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES F PREFERRED STOCK. ANY PERSON WHO
BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN
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SERIES F PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN
SERIES F PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY
OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE VIOLATED, THE SERIES F PREFERRED
STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE
TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY
MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE
DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY
VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS,
ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN
THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES F PREFERRED STOCK SHALL HAVE
THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME
TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO
EACH HOLDER OF SERIES F PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY
BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability . If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE . Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series F Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 9 after
such settlement.
(m)Applicability of Section 9 . The provisions set forth in this Section 9 shall apply to the Series F Preferred Stock notwithstanding any
contrary provisions of the Series F Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10. No Conversion Rights . The shares of Series F Preferred Stock shall not be convertible into or exchangeable for any other
property or securities of the Company or any other entity, except as otherwise provided herein.
Section 11. Record Holders . The Company and its transfer agent may deem and treat the record holder of any Series F Preferred Stock
as the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
Section 12. No Maturity or Sinking Fund . The Series F Preferred Stock has no maturity date, and no sinking fund has been established
for the retirement or redemption of Series F Preferred Stock; provided , however , that the Series F Preferred Stock owned by a stockholder in
excess of the Ownership Limit or Aggregate Stock Ownership Limit shall be subject to the provisions of Section 5 and Section 9 of this Articles
Supplementary.
Section 13. Exclusion of Other Rights . The Series F Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
Section 14. Headings of Subdivisions . The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
19

Section 15. Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series F Preferred Stock set forth in the Charter and these
Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other
preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of
redemption of Series F Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision
thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications or terms or conditions of redemption of the Series F Preferred Stock herein set forth shall be
deemed dependent upon any other provision thereof unless so expressed therein.
Section 16. No Preemptive Rights . No holder of Series F Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH : The Series F Preferred Stock have been classified and designated by the Board of Directors under the authority contained in
the Charter.
FIFTH : These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
SIXTH : These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for record.
SEVENTH : The undersigned Chief Executive Officer of the Company acknowledges these Articles Supplementary to be the corporate act of
the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to
the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made
under the penalties for perjury.
20

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed under seal in its name and on its behalf
by its Chief Executive Officer and attested to by its Chief Financial Officer, Chief Investment Officer and Secretary as of the date first written
above.
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein
Name: A. William Stein
Title: Chief Financial Officer, Chief
Investment Officer and Secretary
DIGITAL REALTY TRUST, INC.
By:
/s/ Michael F. Foust
Name:Michael F. Foust
Title: Chief Executive Officer
Signature Page to Articles Supplementary

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 10,350,000 SHARES OF
5.875% SERIES G CUMULATIVE REDEEMABLE PREFERRED STOCK
April 8, 2013
Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “ Department ”) that:
FIRST : Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board of Directors ”) by Article IV of
the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (as amended and supplemented to
date and as may be amended and supplemented from time to time, the “ Charter ”) and Section 2- 105 of the Maryland General Corporation
Law (the “ MGCL ”), the Board of Directors, by resolutions duly adopted on June 22, 2012, has authorized the issuance, classification and
designation of a number of shares of the authorized but unissued preferred stock of the Company, par value $0.01 per share (“ Preferred
Stock ”), as a separate class of Preferred Stock, that, on the date of issue, has a liquidation value or aggregate offering price of up to
$250,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option), and, pursuant to the powers contained in the
Fourth Amended and Restated Bylaws (as may be amended from time to time, the “ Bylaws ”) of the Company and the MGCL, appointed a
committee (the “ Committee ”) of the Board of Directors and delegated to the Committee, to the fullest extent permitted by the MGCL and the
Charter and Bylaws of the Company, among other things, all powers of the Board of Directors with respect to (i) setting the number of shares of the
Preferred Stock to be classified and designated, provided that in no event shall the liquidation value or aggregate offering price of such
shares exceed $250,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option), (ii) choosing the cumulative dividend
percentage for the Preferred Stock, (iii) selecting the dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price
per share for the Preferred Stock, (v) authorizing, approving and filing these Articles Supplementary with the Department and (vi) authorizing
and approving all such other actions as the Committee may deem necessary or desirable in connection with the classification, authorization,
issuance, offer, and sale of the Preferred Stock.
SECOND : The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class of
Preferred Stock to be known as the “5.875% Series G Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 5.875% Series G Cumulative Redeemable Preferred Stock, and authorizing the issuance of up
to 9,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 5.875% Series G Cumulative Redeemable
Preferred Stock.
THIRD : The designation, number of shares, preferences, rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications, terms and conditions of redemption and other terms and conditions of the separate class of Preferred Stock of
the Company designated as the 5.875% Series G Cumulative Redeemable Preferred Stock are as follows, which upon any restatement of the
Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes to the enumeration
or lettering of Sections or subsections thereof:
Section 1. Designation and Number . A series of Preferred Stock, designated the “5.875% Series G Cumulative Redeemable Preferred
Stock” (the “ Series G Preferred Stock ”), is hereby established. The number of shares of Series G Preferred Stock shall be 10,350,000.
Section 2. Rank . The Series G Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company, rank: (a) senior to all classes or

series of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and all classes or series of capital stock of the
Company now or hereafter authorized, issued or outstanding expressly designated as ranking junior to the Series G Preferred Stock as to
dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company; (b) on parity with the Series E
Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the Series F Cumulative Redeemable Preferred Stock, par value $0.01 per
share, of the Company and with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series
G Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company; and
(c) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series G Preferred Stock as to
dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. The term “ capital stock ”
does not include convertible or exchangeable debt securities, which will rank senior to the Series G Preferred Stock prior to conversion or
exchange. The Series G Preferred Stock will also rank junior in right of payment to the Company’s existing and future debt obligations.
Section 3. Dividends .
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series G
Preferred Stock as to dividends, the holders of shares of the Series G Preferred Stock shall be entitled to receive, when, as and if authorized by
the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at
the rate of 5.875% per annum of the $25.00 liquidation preference per share of the Series G Preferred Stock (equivalent to a fixed annual
amount of $1.46875 per share of the Series G Preferred Stock). Such dividends shall accrue and be cumulative from and including the first date
on which any shares of Series G Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing June 28, 2013; provided , however , that if any Dividend Payment Date is not a
Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid,
at the Company’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the
amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on the
Series G Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Company
at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained
herein, each outstanding share of Series G Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date
equal to the dividend paid with respect to each other share of Series G Preferred Stock that is outstanding on such date. “ Dividend Record
Date ” shall mean the date designated by the Board of Directors for the payment of dividends that is not more than 35 or fewer than 10 days
prior to the applicable Dividend Payment Date. “ Dividend Payment Date ” shall mean the last calendar day of each March, June, September
and December, commencing on June 28, 2013. “ Dividend Period ” shall mean the respective periods commencing on and including the first day
of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Dividend
Period (other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include June 30, 2013, and other
than the Dividend Period during which any shares of Series G Preferred Stock shall be redeemed pursuant to Section 5 or Section 6, which shall
end on and include the day preceding the redemption date with respect to the shares of Series G Preferred Stock being redeemed).
The term “ Business Day ” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series G Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.
2

(c) Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment, and no other
distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of Common Stock or
shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series G Preferred
Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the
Series G Preferred Stock as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up)
for any period, nor shall any shares of Common Stock or any other shares of any other class or series of capital stock of the Company
ranking, as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, on parity with
or junior to the Series G Preferred Stock be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or
made available for a sinking fund for the redemption of such shares, and no other distribution of cash or other property may be made, directly
or indirectly, on or with respect thereto by the Company (except by conversion into or exchange for other shares of any class or series of
capital stock of the Company ranking junior to the Series G Preferred Stock as to payment of dividends and the distribution of assets upon
the Company’s liquidation, dissolution or winding up, and except for the acquisition of shares made pursuant to the provisions of Article VI of
the Charter or Section 9 hereof), unless full cumulative dividends on the Series G Preferred Stock for all past dividend periods shall have been or
contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such
payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series G Preferred Stock
and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series G Preferred Stock, all dividends
declared upon the Series G Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the
Series G Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series G Preferred Stock and such
other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series G
Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on such
other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments
on the Series G Preferred Stock which may be in arrears.
(e) Holders of shares of Series G Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
capital stock, in excess of full cumulative dividends on the Series G Preferred Stock as provided herein. Any dividend payment made on the
Series G Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain
payable. Accrued but unpaid distributions on the Series G Preferred Stock will accumulate as of the Dividend Payment Date on which they first
become payable.
Section 4. Liquidation Preference .
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution or payment shall
be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series G Preferred Stock, the holders of shares
of Series G Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to its stockholders,
after payment of or provision for the debts and other liabilities of the Company, a liquidation preference of $25.00 per share, plus an amount
equal to any accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of payment. In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient to pay the full
amount of the liquidating distributions on all outstanding shares of Series G Preferred Stock and the corresponding amounts payable on all
shares of other classes or series of capital stock of the Company ranking, as to rights upon the Company’s liquidation, dissolution or winding
up, on parity with the Series G Preferred Stock in the distribution of assets, then the holders of the Series G Preferred Stock and each such
other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity
with the Series G Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution or winding
up of the Company, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances
shall be payable, shall be given by first class mail, postage pre- paid, not fewer than 30 or more than 60 days prior to the payment date
stated therein,
3

to each record holder of shares of Series G Preferred Stock at the respective addresses of such holders as the same shall appear on the stock
transfer records of the Company. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of
Series G Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation or merger of the Company
with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property
or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the
Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series
G Preferred Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption .
(a) Shares of Series G Preferred Stock shall not be redeemable prior to April 9, 2018 except as set forth in Section 6 or to preserve the status
of the Company as a REIT (as defined in Section 9(a)) for United States federal income tax purposes. In addition, the Series G Preferred
Stock shall be subject to the provisions of Section 9 pursuant to which Series G Preferred Stock owned by a stockholder in excess of the
Ownership Limit (as defined in Section 9(a)) shall automatically be transferred to a Trust (as defined in Section 9(a)) for the exclusive benefit of
a Charitable Beneficiary (as defined in Section 9(a)).
(b) On and after April 9, 2018, the Company, at its option upon not fewer than 30 or more than 60 days’ written notice, may redeem the Series
G Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and
unpaid dividends (whether or not authorized or declared) thereon up to but not including the date fixed for redemption, without interest, to the
extent the Company has funds legally available therefor (the “ Redemption Right ”). If fewer than all of the outstanding shares of Series G
Preferred Stock are to be redeemed, the shares of Series G Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be
practicable without creating fractional shares) by lot or by any other equitable method determined by the Company that will not result in a
violation of the Ownership Limit or the Aggregate Stock Ownership Limit (each as defined in Section 9(a)). If redemption is to be by lot and, as a
result, any holder of shares of Series G Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each
as defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit (as defined in
Section 9(a)), or such other limit as permitted by the Board of Directors or the Committee pursuant to Section 9(i), because such holder’s
shares of Series G Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the
Company shall redeem the requisite number of shares of Series G Preferred Stock of such holder such that no holder will hold an amount of Series
G Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption. Holders of Series G Preferred Stock to be
redeemed shall surrender such Series G Preferred Stock at the place, or in accordance with the book entry procedures, designated in such notice
and shall be entitled to the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such redemption
following such surrender. If (i) notice of redemption of any shares of Series G Preferred Stock has been given (in the case of a redemption of
the Series G Preferred Stock other than to preserve the status of the Company as a REIT), (ii) the funds necessary for such redemption have
been set aside by the Company in trust for the benefit of the holders of any shares of Series G Preferred Stock so called for redemption, and
(iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the
redemption date, dividends shall cease to accrue on such shares of Series G Preferred Stock, such shares of Series G Preferred Stock shall no
longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption price
plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative dividends on the Series G
Preferred Stock for all past dividend periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a
sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Company’s right or ability
to purchase, from time to time, either at a public or a private sale, all or any part of the Series G Preferred Stock at such price or prices as the
Company may determine, subject to the provisions of applicable law, including the repurchase of shares of Series G Preferred Stock in open-
market transactions duly authorized by the Board of Directors.
4

(c) In the event of any redemption of the Series G Preferred Stock in order to preserve the status of the Company as a REIT for United
States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5 of
these Articles Supplementary. If the Company calls for redemption any shares of Series G Preferred Stock pursuant to and in accordance with this
Section 5(c), then the redemption price for such shares will be an amount in cash equal to
$25.00 per share together with all accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on the Series G Preferred Stock for all past dividend periods shall have been or contemporaneously are
(i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series
G Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all
outstanding shares of Series G Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly or
indirectly any shares of Series G Preferred Stock or any class or series of capital stock of the Company ranking, as to payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the Series G Preferred Stock
(except by conversion into or exchange for shares of capital stock of the Company ranking, as to payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up of the Company, junior to the Series G Preferred Stock); provided , however , that the
foregoing shall not prevent the purchase of Series G Preferred Stock, or any other class or series of capital stock of the Company ranking, as
to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to
the Series G Preferred Stock, by the Company in accordance with the terms of Sections 5(c) and 9 of these Articles Supplementary or otherwise, in
order to ensure that the Company remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of
Series G Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series G
Preferred Stock.
(e) Notice of redemption pursuant to the Redemption Right will be given by publication in a newspaper of general circulation in the City
of New York, such publication to be made once a week for two successive weeks commencing not fewer than 30 or more than 60 days prior to
the redemption date. A similar notice will be mailed by the Company, postage prepaid, not fewer than 30 or more than 60 days prior to the
redemption date, addressed to the respective holders of record of the Series G Preferred Stock to be redeemed at their respective addresses as
they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect the validity of the proceedings for
the redemption of any Series G Preferred Stock except as to the holder to whom such notice was defective or not given. In addition to any
information required by law or by the applicable rules of any exchange upon which the Series G Preferred Stock may be listed or admitted to
trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series G Preferred Stock to be
redeemed; (iv) the place or places where the certificates, if any, representing shares of Series G Preferred Stock are to be surrendered for payment of
the redemption price; (v) procedures for surrendering noncertificated shares of Series G Preferred Stock for payment of the redemption price;
(vi) that dividends on the shares of Series G Preferred Stock to be redeemed will cease to accumulate on such redemption date; and (vii) that
payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series G
Preferred Stock. If fewer than all of the shares of Series G Preferred Stock held by any holder are to be redeemed, the notice mailed to such
holder shall also specify the number of shares of Series G Preferred Stock held by such holder to be redeemed. Notwithstanding anything else
to the contrary in these Articles Supplementary, the Company shall not be required to provide notice to the holder of Series G Preferred Stock
in the event such holder’s Series G Preferred Stock is redeemed in accordance with Sections 5(c) and 9 of these Articles Supplementary to
preserve the Company’s status as a REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series
G Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each
holder of Series G Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after the end
of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the
Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series G Preferred Stock for which a notice of
redemption has been given.
5

(g) All shares of the Series G Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
(h) The Series G Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided , however , that the Series G Preferred Stock owned by a stockholder in excess of the applicable ownership limit shall be subject to
the provisions of this Section 5 and Section 9 of these Articles Supplementary.
Section 6. Special Optional Redemption by the Company .
(a) Upon the occurrence of a Change of Control (as defined below), the Company will have the option upon written notice mailed by
the Company, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record
of shares of the Series G Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer records of the
Company, to redeem shares of the Series G Preferred Stock, in whole or in part within 120 days after the first date on which such Change of
Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“ Special
Optional Redemption Right ”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series G Preferred Stock except as to the holder to whom notice was defective or not given.
If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of redemption with respect
to the Series G Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of
Series G Preferred Stock will not have the conversion right described below in Section 8.
A “ Change of Control ” is when, after the original issuance of the Series G Preferred Stock, the following have occurred and are
continuing:
(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), of beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Company entitling that person to
exercise more than 50% of the total voting power of all stock of the Company entitled to vote generally in the election of the Company’s
directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether
such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving entity has a
class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “
NYSE ”), the NYSE MKT LLC (the “ NYSE MKT ”), or the NASDAQ Stock Market (“ NASDAQ ”), or listed or quoted on an exchange or
quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series G Preferred Stock
may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of
Series G Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series G Preferred Stock are
to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series G Preferred Stock for
payment of the redemption price; (vi) that dividends on the shares of Series G Preferred Stock to be redeemed will cease to accumulate on the
redemption date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and
surrender of such Series G Preferred Stock; (viii) that the shares of Series G Preferred Stock are being redeemed pursuant to the Special
Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or
transactions constituting such Change of Control; and (ix) that holders of the shares of Series G Preferred Stock to which the notice relates will
not be able to tender such shares of Series G Preferred Stock for conversion in connection with the Change of Control and each share of Series
G Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed
on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series G
Preferred Stock held by any holder are to be redeemed,

6
the notice mailed to such holder shall also specify the number of shares of Series G Preferred Stock held by such holder to be redeemed.
If fewer than all of the outstanding shares of Series G Preferred Stock are to be redeemed pursuant to the Special Optional
Redemption Right, the shares to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) by lot or
in such other equitable method determined by the Company that will not result in a violation of the Ownership Limit or the Aggregate Stock
Ownership Limit (each as defined in Section 9(a)). If such redemption pursuant to the Special Optional Redemption Right is to be by lot and,
as a result, any holder of shares of Series G Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership
(each as defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit (as
defined in Section 9(a)), or such limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(i), because such
holder’s shares of Series G Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the Charter,
the Company shall redeem the requisite number of shares of Series G Preferred Stock of such holder such that no holder will hold an amount of
Series G Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption.
(c) If the Company has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient
funds for the redemption in trust for the benefit of the holders of the Series G Preferred Stock called for redemption, then from and after the
redemption date, those shares of Series G Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and
all other rights of the holders of those shares of Series G Preferred Stock will terminate. The holders of those shares of Series G Preferred Stock
will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption
date, without interest. So long as full cumulative dividends on the Series G Preferred Stock for all past dividend periods shall have been or
contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for
payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a private
sale, all or any part of the Series G Preferred Stock at such price or prices as the Company may determine, subject to the provisions of applicable
law, including the repurchase of shares of Series G Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(d) The holders of Series G Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend
payable with respect to the Series G Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the
Series G Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding
Dividend Payment Date or the Company’s default in the payment of the dividend due. Except as provided herein, the Company shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on Series G Preferred Stock for which a notice of redemption pursuant to
the Special Optional Redemption Right has been given.
(e) All shares of the Series G Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
Section 7. Voting Rights .
(a) Holders of the Series G Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
(b) Whenever dividends on any shares of Series G Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “ Preferred Dividend Default ”), the holders of such Series G Preferred Stock (voting separately as a class together with
all other classes or series of preferred stock of the Company ranking on parity with the Series G Preferred Stock with respect to payment of
dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up and upon which like voting rights have
been conferred and are exercisable (“ Parity Preferred ”), including the Series E Cumulative Redeemable Preferred Stock and the Series F
Cumulative Redeemable Preferred Stock of the Company) shall be entitled to vote for the election of a total of two additional directors of the
Company (the “ Preferred Directors ”) until all
dividends accumulated on such Series G Preferred Stock and Parity Preferred for the past dividend periods shall have been fully paid or
declared and a sum sufficient for the payment thereof is set aside for payment. In such case, the entire Board of Directors will be increased by
two directors.

7
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualified or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A)
a special meeting called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the Company’s
next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days
of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of
stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series G Preferred Stock and each such class
or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series G Preferred Stock shall be considered timely
made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be
any prior quarterly dividend periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series G Preferred Stock and Parity Preferred, a special meeting of the
holders of Series G Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice of such
special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining holders
of the Series G Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of business on
the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders of the Series
G Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be entitled to
elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series G Preferred Stock and Parity Preferred
are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders
of one-third of the Series G Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person or by proxy, will
constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which holders of
the Series G Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any applicable law, a
majority of the holders of the Series G Preferred Stock and Parity Preferred voting as a single class present in person or by proxy shall have
the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the meeting, until a
quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special
meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such
termination to holders of the Series G Preferred Stock and the Parity Preferred that would have been entitled to vote at such special meeting.
(e) If and when all accumulated dividends on such Series G Preferred Stock and all classes or series of Parity Preferred for the past
dividend periods shall have been fully paid or declared and a sum sufficient for the payment thereof is set aside for payment, the right of the
holders of Series G Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in
the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire
Board of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and
shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series G Preferred Stock and the
Parity Preferred entitled to vote thereon when they have the voting rights set forth in Section 7(b) (voting as a single class). So long as a
Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred
Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding Series G Preferred
Stock when they have the voting rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of
the Preferred Directors shall be entitled to one vote on any matter.
8

(f) So long as any shares of Series G Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds
of the shares of Series G Preferred Stock and each other class or series of Parity Preferred outstanding at the time, given in person or by
proxy, either in writing or at a meeting (voting together as a single class) will be required to: (i) authorize, create or issue, or increase the
number of authorized or issued shares of, any class or series of capital stock ranking senior to the Series G Preferred Stock with respect to
payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company (collectively, “ Senior Capital
Stock ”) or reclassify any authorized shares of capital stock of the Company into such capital stock, or create, authorize or issue any
obligation or security convertible into or evidencing the right to purchase any such Senior Capital Stock; or (ii) amend, alter or repeal the
provisions of the Charter, including the terms of the Series G Preferred Stock, whether by merger, consolidation, transfer or conveyance of all
or substantially all of its assets or otherwise (an “ Event ”), so as to materially and adversely affect any right, preference, privilege or voting power
of the Series G Preferred Stock; provided however , with respect to the occurrence of any of the Events set forth in (ii) above, so long as the
Series G Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of
an Event, the Company may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect
such rights, preferences, privileges or voting power of Series G Preferred Stock, and in such case such holders shall not have any voting rights
with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the Series G Preferred Stock receive the
greater of the full trading price of the Series G Preferred Stock on the date of an Event set forth in (ii) above or the $25.00 liquidation preference
per share of the Series G Preferred Stock pursuant to the occurrence of any of the Events set forth in (ii) above, then such holders shall not
have any voting rights with respect to the Events set forth in (ii) above. If any Event set forth in (ii) above would materially and adversely affect
the rights, preferences, privileges or voting powers of the Series G Preferred Stock disproportionately relative to other classes or series of Parity
Preferred, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series G Preferred Stock, voting separately
as a class, will also be required. Holders of shares of Series G Preferred Stock shall not be entitled to vote with respect to (A) any increase in
the total number of authorized shares of Common Stock or Preferred Stock of the Company, or (B) any increase in the number of authorized
shares of Series G Preferred Stock or the creation or issuance of any other class or series of capital stock, or (C) any increase in the number
of authorized shares of any other class or series of capital stock, in each case referred to in clause (A), (B) or (C) above ranking on parity with
or junior to the Series G Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution
or winding up of the Company. Except as set forth herein, holders of the Series G Preferred Stock shall not have any voting rights with
respect to, and the consent of the holders of the Series G Preferred Stock shall not be required for, the taking of any corporate action, including
an Event, regardless of the effect that such corporate action or Event may have upon the powers, preferences, voting power or other rights or
privileges of the Series G Preferred Stock.
(g) The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series G Preferred Stock shall have been redeemed or called for
redemption upon proper notice pursuant to these Articles Supplementary, and sufficient funds, in cash, shall have been deposited in trust
to effect such redemption.
(h) In any matter in which the Series G Preferred Stock may vote (as expressly provided herein), each share of Series G Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
Section 8. Conversion . The shares of Series G Preferred Stock are not convertible into or exchangeable for any other property or
securities of the Company, except as provided in this Section 8.
(a) Upon the occurrence of a Change of Control, each holder of shares of Series G Preferred Stock shall have the right, unless, prior to
the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series G Preferred Stock
pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series G Preferred Stock held by such
holder (the “ Change of Control Conversion Right ”) on the Change of Control Conversion Date into a number of shares of Common Stock, per
share of Series G Preferred Stock to be converted (the “ Common Stock Conversion Consideration ”) equal to the lesser of (A) the quotient
obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series G Preferred Stock to be converted plus (y) the
amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control
Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount
for such accrued and unpaid dividends
9

will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 0.7532 (the “ Share Cap ”), subject to the immediately
succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the
Common Stock), subdivisions or combinations (in each case, a “ Share Split ”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying
(i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common
Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock
outstanding immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock
(or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the
Change of Control Conversion Right shall not exceed 6,778,800 shares of Common Stock (or equivalent Alternative Conversion Consideration, as
applicable), subject to increase to the extent the underwriters’ over-allotment option to purchase additional shares of Series G Preferred Stock
in the initial public offering of Series G Preferred Stock is exercised, not to exceed 7,795,620 shares of Common Stock in total (or equivalent
Alternative Conversion Consideration, as applicable) (the “ Exchange Cap ”). The Exchange Cap is subject to pro rata adjustments for any
Share Splits on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other
property or assets (including any combination thereof) (the “ Alternative Form Consideration ”), a holder of shares of Series G Preferred
Stock shall receive upon conversion of such shares of Series G Preferred Stock the kind and amount of Alternative Form Consideration which
such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common
Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “
Alternative Conversion Consideration ”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as
may be applicable to a Change of Control, shall be referred to herein as the “ Conversion Consideration ”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Change
of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority
of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common
Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to
any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion
of the consideration payable in the Change of Control.
The “ Change of Control Conversion Date ” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such
notice pursuant to Section 8(c).
The “ Common Stock Price ” shall be (i) if the consideration to be received in the Change of Control by the holders of Common Stock
is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the Change of
Control by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common Stock (or, if no
closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average
closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective
date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then traded, or (y) the
average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization
for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the Common
Stock is not then listed for trading on a
U.S. securities exchange.
10

(b) No fractional shares of Common Stock shall be issued upon the conversion of Series G Preferred Stock. In lieu of fractional shares,
holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c) Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the
resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series G Preferred Stock at their
addresses as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. No failure to
give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of
Series G Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting
the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series G Preferred Stock may exercise
their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control
Conversion Date, which shall be a Business Day occurring within 20 to 35 days following the date of such notice; (vi) that if, prior to the
Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem all or any portion of the Series G
Preferred Stock, the holder will not be able to convert shares of Series G Preferred Stock designated for redemption and such shares of Series
G Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the
Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received
per share of Series G Preferred Stock; (viii) the name and address of the paying agent and the conversion agent; and (ix) the procedures that
the holders of Series G Preferred Stock must follow to exercise the Change of Control Conversion Right.
(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series G Preferred Stock.
(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series G Preferred Stock shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of
Series G Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s
transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series G Preferred Stock to be converted; and (iii) that the shares of Series G Preferred Stock are to be converted
pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series G Preferred
Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“ DTC ”).
(f) Holders of Series G Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part)
by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the
Change of Control Conversion Date. The notice of withdrawal must state:
(i) the number of withdrawn shares of Series G Preferred Stock; (ii) if certificated shares of Series G Preferred Stock have been issued, the
certificate numbers of the shares of withdrawn Series G Preferred Stock; and (iii) the number of shares of Series G Preferred Stock, if any, which
remain subject to the conversion notice. Notwithstanding the foregoing, if the shares of Series G Preferred Stock are held in global form, the
notice of withdrawal shall comply with applicable procedures of DTC.
(g) Shares of Series G Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which
the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with
the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control Conversion
Date, the Company has provided or provides notice of its election to redeem such shares of Series G Preferred Stock, whether pursuant to its
11

Redemption Right or Special Optional Redemption Right. If the Company elects to redeem shares of Series G Preferred Stock that would otherwise
be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Series G Preferred Stock
shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption date $25.00 per share, plus
any accrued and unpaid dividends thereon to, but not including, the redemption date.
(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change of
Control Conversion Date.
(i) Notwithstanding anything to the contrary contained herein, no holder of shares of Series G Preferred Stock will be entitled to
convert such shares of Series G Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock
would cause the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or
Constructive Ownership (each as defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock
Ownership Limit (as defined in Section 9(a)), or such other limit as permitted by the Board of Directors or the Committee pursuant to Section 9(i).
Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit .
(a) Definitions . For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have the
following meanings:
“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article VI of the Charter.
“ Beneficial Ownership ” shall mean ownership of Series G Preferred Stock by a Person who is or would be treated as an owner of
such Series G Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “ Beneficial Owner ,” “ Beneficially Owns ” and “ Beneficially Owned ” shall
have the correlative meanings.
“ Capital Stock ” has the meaning set forth in Article VI of the Charter.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)(vi) of these Articles
Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)
(3) of the Code.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any successor
provisions thereof as may be adopted from time to time.
“ Constructive Ownership ” shall mean ownership of Series G Preferred Stock by a Person who is or would be treated as an owner
of such Series G Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by
Section 856(d)(5) of the Code. The terms “ Constructive Owner ,” “ Constructively Owns ” and “ Constructively Owned ” shall have the
correlative meanings.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the
meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from tax under Section
501(a) of the Code shall be excluded from this definition.
“ IRS ” means the United States Internal Revenue Service.
“ Market Price ” shall mean the last reported sales price reported on the NYSE of the Series G Preferred Stock on the Trading Day
immediately preceding the relevant date, or if the Series G Preferred Stock is not then traded on the NYSE, the last reported sales price of
the Series G Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange or quotation

12
system over which the Series G Preferred Stock may be traded, or if the Series G Preferred Stock is not then traded over any exchange or
quotation system, the market price of the Series G Preferred Stock on the relevant date as determined in good faith by the Board of
Directors of the Company.
“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Series
G Preferred Stock of the Company. The number and value of shares of outstanding Series G Preferred Stock of the Company shall be
determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under
Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include an underwriter acting in a
capacity as such in a public offering of shares of Series G Preferred Stock provided that the ownership of such shares of Series G
Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of Section 856(h) of the
Code, or otherwise result in the Company failing to qualify as a REIT.
“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to
a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported Record
Transferee would have acquired or owned shares of Series G Preferred Stock for another Person who is the beneficial transferee or
beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series G Preferred Stock if such Transfer had
been valid under Section 9(b)(i) of these Articles Supplementary.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of Directors of the Company
determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“ Trading Day ” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not quoted
on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the
Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the principal other
market on which the Common Stock is then traded or quoted.
“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series G Preferred Stock as well as
any other event that causes any Person to Beneficially Own or Constructively Own Series G Preferred Stock, including (i) the granting
of any option or entering into any agreement for the sale, transfer or other disposition of Series G Preferred Stock or (ii) the sale,
transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series G Preferred Stock),
whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively
(including but not limited to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of
Series G Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“ Trust ” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.
“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers .
(i) Prior to the Restriction Termination Date, but subject to Section 9(l):

13
(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of Series
G Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series G Preferred Stock that,
taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person Beneficially Owning
Capital Stock in excess of the Aggregate Stock Ownership Limit;
(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares of Series G
Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series G Preferred Stock
that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such Person
Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series G Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely
held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that
is described in Section 856(d)(2)(B) of the Code if the income derived by the Company (either directly or indirectly through one or
more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section
856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series G Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then that
number of shares of Series G Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or
Constructively Owning Series G Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that number
of shares of Series G Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio , and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series G Preferred Stock that, if effective,
would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to any rules
of attribution) shall be void ab initio , and the intended transferee shall acquire no rights in such Series G Preferred Stock.
(c) Transfers of Series G Preferred Stock in Trust .
(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series G
Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one
or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles Supplementary.
(ii) Series G Preferred Stock held by the Trustee shall be issued and outstanding Series G Preferred Stock of the Company. The Purported
Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series G Preferred Stock held by the Trustee. The
Purported Beneficial Transferee or Purported Record Transferee
14

shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends and shall not
possess any rights to vote or other rights attributable to the shares of Series G Preferred Stock held in the Trust.
(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series G Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series G Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series G Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have
no voting rights with respect to the Series G Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the
Series G Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to
rescind as void any vote cast by a Purported Record Transferee with respect to such Series G Preferred Stock prior to the discovery by the
Company that the Series G Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of
the Trustee acting for the benefit of the Charitable Beneficiary; provided , however , that if the Company has already taken irreversible
corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of
these Articles Supplementary to the contrary, until the Company has received notification that the Series G Preferred Stock has been
transferred into a Trust, the Company shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing
lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of
stockholders.
(iv) Within twenty (20) days of receiving notice from the Company that shares of Series G Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series G Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series G Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series G Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The Purported
Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series G Preferred Stock
in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series G Preferred Stock at Market Price, the Market Price of such shares of Series G Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series G Preferred Stock to the Trust) and (B) the price per share received by the
Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series G Preferred Stock held
in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions
which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to
Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to
the Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of
such Series G Preferred Stock have been transferred to the Trustee, such shares of Series G Preferred Stock are sold by a Purported Record
Transferee then (1) such shares of Series G Preferred Stock shall be deemed to have been sold on behalf of the Trust and (2) to the extent that
the Purported Record Transferee received an amount for such shares of Series G Preferred Stock that exceeds the amount that such Purported
Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee upon demand.
(v) Series G Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee,
at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series G Preferred Stock in
the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase
of such shares of Series G Preferred Stock at Market Price, the Market Price of such shares of Series G Preferred Stock on the day of the event
which resulted in the transfer of such shares of Series G Preferred Stock to the Trust) and (B) the Market Price on the date the Company, or its
designee, accepts such offer. The Company may reduce the amount payable to the Purported
15

Record Transferee by the amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by
the Purported Record Transferee to the Trustee pursuant to Section 9(c)(iii). The Company shall have the right to accept such offer until the
Trustee has sold the shares of Series G Preferred Stock held in the Trust pursuant to Section 9(c)(iv). Upon such a sale to the Company, the
interest of the Charitable Beneficiary in the shares of Series G Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and any dividends or other distributions held by the Trustee with respect to such
Series G Preferred Stock shall thereupon be paid to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series G Preferred Stock held in the Trust would not violate the restrictions set forth in
Section 9(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach . If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series G Preferred Stock of the Company in violation of Section
9(b) of these Articles Supplementary, the Board of Directors or the Committee or other designees if permitted by the MGCL shall take such
action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem
shares of Series G Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin
such Transfer; provided , however , that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership
or Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as
described in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio irrespective of any action (or
non-action) by the Board of Directors.
(e) Notice of Restricted Transfer . Any Person who acquires or attempts to acquire shares of Series G Preferred Stock in violation of
Section 9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust
results under Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall
provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or
attempted Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information . Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial
Owner or Constructive Owner of Series G Preferred Stock and each Person (including the stockholder of record) who is holding Series G
Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that the
Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited . Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and the
interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these Articles
Supplementary). In the event Section 9 requires an action by the Board of Directors and these Articles Supplementary fail to provide specific
guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action
is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board of Directors (which the Board of Directors may
make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 9(b)) acquired Beneficial or
Constructive Ownership of Series G Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply first to the shares
of Series G
16

17
Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Series G Preferred
Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person,
pro rata among the Persons who actually own such shares of Series G Preferred Stock based upon the relative number of the shares of Series
G Preferred Stock held by each such Person.
(i)Exceptions .
(i) Subject to Section 9(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series G Preferred Stock in violation of Section 9(b)(i)(A) if the Board of
Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate
Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 9(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Constructively Owning shares of Series G Preferred Stock in violation of Section 9(b)(i)(B), if the Board of
Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii) Subject to Section 9(b)(i)(C) and the remainder of this Section 9(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided , however , that the decreased Ownership Limit will not be effective for any Person whose percentage
ownership of Series G Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person’s percentage of Series G
Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series G Preferred Stock in excess of such
percentage ownership of Series G Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new Ownership
Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the Company.
(iv) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or other
action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series G Preferred
Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
9(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either case
in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine
or ensure the Company’s status as a REIT.
(j)Legends . Each certificate for Series G Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE
THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK BEFORE THE
ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY
STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S CHARTER AND A WRITTEN
STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR OTHER RIGHTS, VOTING
POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND
CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE
AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN
THE RELATIVE

RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF
THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH
WRITTEN STATEMENT MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 5.875% SERIES G CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES G PREFERRED
STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE
OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN
FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES G
PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES G PREFERRED STOCK
IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING
SERIES G PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF
SERIES G PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY
BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN SUCH PERSON BENEFICIALLY OR
CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S
OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES G
PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR
CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION
856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iv) ANY TRANSFER OF
SHARES OF SERIES G PREFERRED STOCK THAT, IF EFFECTIVE, WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY
BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS WILL BE VOID AB INITIO AND THE INTENDED TRANSFEREE
WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES G PREFERRED STOCK. ANY PERSON WHO BENEFICIALLY OR
CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES G PREFERRED STOCK WHICH
CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES G PREFERRED STOCK IN EXCESS
OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR
OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE VIOLATED, THE SERIES G PREFERRED STOCK REPRESENTED HEREBY IN
EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE
BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE
TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF
DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS
DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN
VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO . ALL TERMS IN THIS LEGEND WHICH ARE
DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES G PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED
TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH,
INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES G
PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
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(k) Severability . If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE . Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series G Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 9 after
such settlement.
(m)Applicability of Section 9 . The provisions set forth in this Section 9 shall apply to the Series G Preferred Stock notwithstanding any
contrary provisions of the Series G Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10. No Conversion Rights . The shares of Series G Preferred Stock shall not be convertible into or exchangeable for any other
property or securities of the Company or any other entity, except as otherwise provided herein.
Section 11. Record Holders . The Company and its transfer agent may deem and treat the record holder of any Series G Preferred Stock
as the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
Section 12. No Maturity or Sinking Fund . The Series G Preferred Stock has no maturity date, and no sinking fund has been established
for the retirement or redemption of Series G Preferred Stock; provided , however , that the Series G Preferred Stock owned by a stockholder in
excess of the Ownership Limit or Aggregate Stock Ownership Limit shall be subject to the provisions of Section 5 and Section 9 of this
Articles Supplementary.
Section 13. Exclusion of Other Rights . The Series G Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
Section 14. Headings of Subdivisions . The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
Section 15. Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series G Preferred Stock set forth in the Charter and these
Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other
preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of
redemption of Series G Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision
thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications or terms or conditions of redemption of the Series G Preferred Stock herein set forth shall be
deemed dependent upon any other provision thereof unless so expressed therein.
Section 16. No Preemptive Rights . No holder of Series G Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH : The Series G Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.
FIFTH : These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
19

SIXTH : These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for record.
SEVENTH : The undersigned Chief Executive Officer of the Company acknowledges these Articles Supplementary to be the corporate act of
the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to
the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made
under the penalties for perjury.
20

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its
Chief Executive Officer and attested to by its Chief Financial Officer, Chief Investment Officer and Secretary as of the date first written above.
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein
Name: A. William Stein
Title: Chief Financial Officer, Chief
Investment Officer and Secretary
DIGITAL REALTY TRUST, INC.
By:
/s/ Michael F. Foust
Name:Michael F. Foust
Title: Chief Executive Officer
Signature Page to Articles Supplementary

DIGITAL REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Digital Realty Trust, Inc., a Maryland corporation (the “ Corporation ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST : The charter of the Corporation (the “ Charter ”) is hereby amended by deleting therefrom in their entirety the first two sentences
of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 285,000,000 shares of stock, consisting of 215,000,000 shares of Common Stock, $.01 par value per
share (“ Common Stock ”), and 70,000,000 shares of Preferred Stock, $.01 par value per share (“ Preferred Stock ”). The aggregate par value
of all authorized shares of stock having par value is $2,850,000.
SECOND : The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing
amendment of the Charter was 195,000,000 shares of stock, consisting of 165,000,000 shares of Common Stock, $.01 par value per share, and
30,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value was
$1,950,000.
THIRD : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of
the Charter is 285,000,000 shares of stock, consisting of 215,000,000 shares of Common Stock, $.01 par value per share, and 70,000,000 shares
of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $2,850,000.
FOURTH : The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “ MGCL ”) is not changed
by the foregoing amendment of the Charter.
FIFTH : The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as
required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of
the Corporation.
SIXTH : The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or
facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its
Chief Financial Officer, Chief Investment Officer and Secretary and attested to by its Senior Vice President, General Counsel and Assistant
Secretary on this 6th day of May, 2013.
ATTEST:
DIGITAL REALTY TRUST, INC.
By: /s/ Joshua A. Mills Name:
Joshua A. Mills
Title: Senior Vice President, General Counsel and Assistant
Secretary
DIGITAL REALTY TRUST, INC.
By:/s/ A. William Stein Name:A.
William Stein
Title: Chief Financial Officer, Chief Investment Officer and
Secretary

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 13,800,000 SHARES OF
7.375% SERIES H CUMULATIVE REDEEMABLE PREFERRED STOCK MARCH 25,
2014
Digital Realty Trust, Inc., a Maryland corporation (the “ Company ”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “ Department ”) that:
FIRST : Pursuant to the authority expressly vested in the Board of Directors of the Company (the “ Board of Directors ”) by Article IV of
the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (as amended and supplemented to
date and as may be amended and supplemented from time to time, the “ Charter ”) and Section 2- 105 of the Maryland General Corporation
Law (the “ MGCL ”), the Board of Directors, by resolutions duly adopted on May 1, 2013 has authorized the issuance, classification and
designation of a number of shares of the authorized but unissued preferred stock of the Company, par value $0.01 per share (“ Preferred
Stock ”), as a separate class of Preferred Stock, that, on the date of issue, has a liquidation value or aggregate offering price of up to
$400,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option), and, pursuant to the powers contained in the
Fourth Amended and Restated Bylaws (as may be amended from time to time, the “ Bylaws ”) of the Company and the MGCL, appointed a
committee (the “ Committee ”) of the Board of Directors and delegated to the Committee, to the fullest extent permitted by the MGCL and the
Charter and Bylaws of the Company, among other things, all powers of the Board of Directors with respect to (i) setting the number of shares of the
Preferred Stock to be classified and designated, provided that in no event shall the liquidation value or aggregate offering price of such
shares exceed $400,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option), (ii) choosing the cumulative dividend
percentage for the Preferred Stock, (iii) selecting the dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price
per share for the Preferred Stock, (v) authorizing, approving and filing these Articles Supplementary with the Department and (vi) authorizing
and approving all such other actions as the Committee may deem necessary or desirable in connection with the classification, authorization,
issuance, offer, and sale of the Preferred Stock.
SECOND : The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class of
Preferred Stock to be known as the “7.375% Series H Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 7.375% Series H Cumulative Redeemable Preferred Stock, and authorizing the issuance of
up to 12,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 7.375% Series H Cumulative
Redeemable Preferred Stock.
THIRD : The designation, number of shares, preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of the separate
class of Preferred Stock of the Company designated as the 7.375% Series H Cumulative Redeemable Preferred Stock are as follows, which
upon any restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate
changes to the enumeration or lettering of Sections or subsections thereof:
Section 1. Designation and Number . A series of Preferred Stock, designated the “7.375% Series H Cumulative Redeemable Preferred
Stock” (the “ Series H Preferred Stock ”), is hereby established. The number of shares of Series H Preferred Stock shall be 13,800,000.

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Section 2. Rank . The Series H Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company, rank: (a) senior to all classes or series of the Company’s common stock, par value $0.01 per share (the “
Common Stock ”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding expressly
designated as ranking junior to the Series H Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company; (b) on parity with the Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share,
the Series F Cumulative Redeemable Preferred Stock, par value
$0.01 per share, and the Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company and with any class or series
of capital stock of the Company expressly designated as ranking on parity with the Series H Preferred Stock as to dividend rights and rights
upon voluntary or involuntary liquidation, dissolution or winding up of the Company; and (c) junior to any class or series of capital stock of
the Company expressly designated as ranking senior to the Series H Preferred Stock as to dividend rights and rights upon voluntary or
involuntary liquidation, dissolution or winding up of the Company. The term “ capital stock ” does not include convertible or exchangeable
debt securities, which will rank senior to the Series H Preferred Stock prior to conversion or exchange. The Series H Preferred Stock will also
rank junior in right of payment to the Company’s existing and future debt obligations.
Section 3. Dividends .
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series H
Preferred Stock as to dividends, the holders of shares of the Series H Preferred Stock shall be entitled to receive, when, as and if authorized
by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends
at the rate of 7.375% per annum of the $25.00 liquidation preference per share of the Series H Preferred Stock (equivalent to a fixed annual
amount of $1.84375 per share of the Series H Preferred Stock). Such dividends shall accrue and be cumulative from and including the first date
on which any shares of Series H Preferred Stock are issued (the “ Original Issue Date ”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing June 30, 2014; provided , however , that if any Dividend Payment Date is not a
Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid,
at the Company’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the
amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on the
Series H Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Company
at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained
herein, each outstanding share of Series H Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date
equal to the dividend paid with respect to each other share of Series H Preferred Stock that is outstanding on such date. “ Dividend Record
Date ” shall mean the date designated by the Board of Directors for the payment of dividends that is not more than 35 or fewer than 10 days
prior to the applicable Dividend Payment Date. “ Dividend Payment Date ” shall mean the last calendar day of each March, June, September
and December, commencing on June 30, 2014. “ Dividend Period ” shall mean the respective periods commencing on and including the first day
of January, April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Dividend
Period (other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include June 30, 2014, and other
than the Dividend Period during which any shares of Series H Preferred Stock shall be redeemed pursuant to Section 5 or Section 6, which shall
end on and include the day preceding the redemption date with respect to the shares of Series H Preferred Stock being redeemed).
The term “ Business Day ” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series H Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.

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(c) Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment, and no other
distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of Common Stock or
shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series H Preferred
Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the
Series H Preferred Stock as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up)
for any period, nor shall any shares of Common Stock or any other shares of any other class or series of capital stock of the Company
ranking, as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, on parity with
or junior to the Series H Preferred Stock be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be paid or
made available for a sinking fund for the redemption of such shares, and no other distribution of cash or other property may be made, directly
or indirectly, on or with respect thereto by the Company (except by conversion into or exchange for other shares of any class or series of
capital stock of the Company ranking junior to the Series H Preferred Stock as to payment of dividends and the distribution of assets upon
the Company’s liquidation, dissolution or winding up, and except for the acquisition of shares made pursuant to the provisions of Article VI of
the Charter or Section 9 hereof), unless full cumulative dividends on the Series H Preferred Stock for all past dividend periods shall have been or
contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such
payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series H Preferred Stock
and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series H Preferred Stock, all dividends
declared upon the Series H Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the
Series H Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series H Preferred Stock and such
other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series H
Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on such
other class or series of capital stock for prior dividend periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series H Preferred Stock which may be in arrears.
(e) Holders of shares of Series H Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
capital stock, in excess of full cumulative dividends on the Series H Preferred Stock as provided herein. Any dividend payment made on the
Series H Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain
payable. Accrued but unpaid distributions on the Series H Preferred Stock will accumulate as of the Dividend Payment Date on which they first
become payable.
Section 4. Liquidation Preference .
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution or payment shall
be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series H Preferred Stock, the holders of shares
of Series H Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to its stockholders,
after payment of or provision for the debts and other liabilities of the Company and, subject to compliance with section 7(f)(i) of these
Articles Supplementary, any class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, senior to the Series H Preferred Stock, a liquidation preference of $25.00 per share, plus an amount
equal to any accrued and unpaid dividends (whether or not authorized or declared) to but excluding the date of payment. In the event that,
upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient to pay the full
amount of the liquidating distributions on all outstanding shares of Series H Preferred Stock and the corresponding amounts payable on all
shares of other classes or series of capital stock of the Company ranking, as to rights upon the Company’s liquidation, dissolution or winding
up, on parity with the Series H Preferred Stock in the distribution of assets, then the holders of the Series H Preferred Stock and each such
other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity
with the Series H Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.

Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the Company, stating the payment date or dates
when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail,
postage pre-paid, not fewer than 30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series H
Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Company. After
payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series H Preferred Stock will have no right
or claim to any of the remaining assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust
or entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Company, shall not
be deemed to constitute a liquidation, dissolution or winding up of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the
Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series
H Preferred Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption .
(a) Shares of Series H Preferred Stock shall not be redeemable prior to March 26, 2019 except as set forth in Section 6 or to preserve the
status of the Company as a REIT (as defined in Section 9(a)) for United States federal income tax purposes. In addition, the Series H
Preferred Stock shall be subject to the provisions of Section 9 pursuant to which Series H Preferred Stock owned by a stockholder in excess
of the Ownership Limit (as defined in Section 9(a)) shall automatically be transferred to a Trust (as defined in Section 9(a)) for the exclusive
benefit of a Charitable Beneficiary (as defined in Section 9(a)).
(b) On and after March 26, 2019, the Company, at its option upon not fewer than 30 or more than 60 days’ written notice, may redeem the
Series H Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all
accrued and unpaid dividends (whether or not authorized or declared) thereon up to but not including the date fixed for redemption, without
interest, to the extent the Company has funds legally available therefor (the “ Redemption Right ”). If fewer than all of the outstanding shares of
Series H Preferred Stock are to be redeemed, the shares of Series H Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as
may be practicable without creating fractional shares) or by lot as determined by the Company. If redemption is to be by lot and, as a result, any
holder of shares of Series H Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in
Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit (as defined in Section 9(a)), or
such other limit as permitted by the Board of Directors or the Committee pursuant to Section 9(i), because such holder’s shares of Series H Preferred
Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Company shall redeem the
requisite number of shares of Series H Preferred Stock of such holder such that no holder will hold an amount of Series H Preferred Stock in
excess of the applicable ownership limit, subsequent to such redemption. Holders of Series H Preferred Stock to be redeemed shall surrender
such Series H Preferred Stock at the place, or in accordance with the book entry procedures, designated in such notice and shall be entitled
to the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such redemption following such surrender. If
(i) notice of redemption of any shares of Series H Preferred Stock has been given (in the case of a redemption of the Series H Preferred Stock
other than to preserve the status of the Company as a REIT), (ii) the funds necessary for such redemption have been set aside by the
Company in trust for the benefit of the holders of any shares of Series H Preferred Stock so called for redemption, and (iii) irrevocable
instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and after the redemption date,
dividends shall cease to accrue on such shares of Series H Preferred Stock, such shares of Series H Preferred Stock shall no longer be
deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption price plus any
accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative dividends on the Series H Preferred
4

5
Stock for all past dividend periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum
sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Company’s right or ability to
purchase, from time to time, either at a public or a private sale, all or any part of the Series H Preferred Stock at such price or prices as the
Company may determine, subject to the provisions of applicable law, including the repurchase of shares of Series H Preferred Stock in
open-market transactions duly authorized by the Board of Directors.
(c) In the event of any redemption of the Series H Preferred Stock in order to preserve the status of the Company as a REIT for United
States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5 of
these Articles Supplementary. If the Company calls for redemption any shares of Series H Preferred Stock pursuant to and in accordance with this
Section 5(c), then the redemption price for such shares will be an amount in cash equal to
$25.00 per share together with all accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on the Series H Preferred Stock for all past dividend periods shall have been or contemporaneously are
(i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series
H Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all
outstanding shares of Series H Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly
or indirectly any shares of Series H Preferred Stock or any class or series of capital stock of the Company ranking, as to payment of
dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the Series H
Preferred Stock (except by conversion into or exchange for shares of capital stock of the Company ranking, as to payment of dividends and
the distribution of assets upon liquidation, dissolution or winding up of the Company, junior to the Series H Preferred Stock); provided ,
however , that the foregoing shall not prevent the purchase of Series H Preferred Stock, or any other class or series of capital stock of the
Company ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company, on
parity with or junior to the Series H Preferred Stock, by the Company in accordance with the terms of Sections 5(c) and 9 of these Articles
Supplementary or otherwise, in order to ensure that the Company remains qualified as a REIT for United States federal income tax purposes,
or the purchase or acquisition of Series H Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all
outstanding shares of Series H Preferred Stock.
(e) Notice of redemption pursuant to the Redemption Right will be given by publication in a newspaper of general circulation in the City
of New York, such publication to be made once a week for two successive weeks commencing not fewer than 30 or more than 60 days prior to
the redemption date. A similar notice will be mailed by the Company, postage prepaid, not fewer than 30 or more than 60 days prior to the
redemption date, addressed to the respective holders of record of the Series H Preferred Stock to be redeemed at their respective addresses as
they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect the validity of the proceedings for
the redemption of any Series H Preferred Stock except as to the holder to whom such notice was defective or not given. In addition to any
information required by law or by the applicable rules of any exchange upon which the Series H Preferred Stock may be listed or admitted to
trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series H Preferred Stock to be
redeemed; (iv) the place or places where the certificates, if any, representing shares of Series H Preferred Stock are to be surrendered for
payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series H Preferred Stock for payment of the
redemption price; (vi) that dividends on the shares of Series H Preferred Stock to be redeemed will cease to accumulate on such redemption
date; and (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender
of such Series H Preferred Stock. If fewer than all of the shares of Series H Preferred Stock held by any holder are to be redeemed, the notice
mailed to such holder shall also specify the number of shares of Series H Preferred Stock held by such holder to be redeemed.
Notwithstanding anything else to the contrary in these Articles Supplementary, the Company shall not be required to provide notice to the
holder of Series H Preferred Stock in the event such holder’s Series H Preferred Stock is redeemed in accordance with Sections 5(c) and 9 of
these Articles Supplementary to preserve the Company’s status as a REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of Series
H Preferred Stock at the close of business of such Dividend Record Date

6
shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of
such shares on or prior to such Dividend Payment Date, and each holder of Series H Preferred Stock that surrenders its shares on such
redemption date will be entitled to the dividends accruing after the end of the Dividend Period to
which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided herein, the Company shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on Series H Preferred Stock for which a notice of redemption has been given.
(g) All shares of the Series H Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
(h) The Series H Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided , however , that the Series H Preferred Stock owned by a stockholder in excess of the applicable ownership limit shall be subject to
the provisions of this Section 5 and Section 9 of these Articles Supplementary.
Section 6. Special Optional Redemption by the Company .
(a) Upon the occurrence of a Change of Control (as defined below), the Company will have the option upon written notice mailed by
the Company, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record
of shares of the Series H Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer records of the
Company, to redeem shares of the Series H Preferred Stock, in whole or in part within 120 days after the first date on which such Change of
Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“ Special
Optional Redemption Right ”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series H Preferred Stock except as to the holder to whom notice was defective or not given. If,
prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of redemption with respect
to the Series H Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares
of Series H Preferred Stock will not have the conversion right described below in Section 8.
A “ Change of Control ” is when, after the original issuance of the Series H Preferred Stock, the following have occurred and are
continuing:
(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), of beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Company entitling that person to
exercise more than 50% of the total voting power of all stock of the Company entitled to vote generally in the election of the Company’s
directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether
such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving entity has a
class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “
NYSE ”), the NYSE MKT LLC (the “ NYSE MKT ”), or the NASDAQ Stock Market (“ NASDAQ ”), or listed or quoted on an exchange or
quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series H Preferred Stock may
be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series H
Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series H Preferred Stock are to
be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series H Preferred Stock for
payment of the redemption price; (vi) that dividends on the shares of Series H Preferred Stock to be redeemed will cease to accumulate on the
redemption date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and
surrender of such Series H Preferred Stock;

7
(viii) that the shares of Series H Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the
occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that
holders of the shares of Series H Preferred Stock to which the notice relates will not be able to tender such shares of Series H Preferred Stock
for conversion in connection with the Change of Control and each share of Series H Preferred Stock tendered for conversion that is selected,
prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the
Change of Control Conversion Date. If fewer than all of the shares of Series H Preferred Stock held by any holder are to be redeemed, the
notice mailed to such holder shall also specify the number of shares of Series H Preferred Stock held by such holder to be redeemed.
If fewer than all of the outstanding shares of Series H Preferred Stock are to be redeemed, the shares of Series H Preferred Stock
to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the
Company. If such redemption pursuant to the Special Optional Redemption Right is to be by lot and, as a result, any holder of shares of Series
H Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a)) in excess of
the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock Ownership Limit (as defined in Section 9(a)), or such limit as permitted
by the Board of Directors or a committee thereof pursuant to Section 9(i), because such holder’s shares of Series H Preferred Stock were not
redeemed, or were only redeemed in part then, except as otherwise provided in the Charter, the Company shall redeem the requisite number of
shares of Series H Preferred Stock of such holder such that no holder will hold an amount of Series H Preferred Stock in excess of the applicable
ownership limit, subsequent to such redemption.
(c) If the Company has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient
funds for the redemption in trust for the benefit of the holders of the Series H Preferred Stock called for redemption, then from and after the
redemption date, those shares of Series H Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and
all other rights of the holders of those shares of Series H Preferred Stock will terminate. The holders of those shares of Series H Preferred Stock
will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption
date, without interest. So long as full cumulative dividends on the Series H Preferred Stock for all past dividend periods shall have been or
contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for
payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a private
sale, all or any part of the Series H Preferred Stock at such price or prices as the Company may determine, subject to the provisions of applicable
law, including the repurchase of shares of Series H Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(d) The holders of Series H Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend
payable with respect to the Series H Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the
Series H Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding
Dividend Payment Date or the Company’s default in the payment of the dividend due. Except as provided herein, the Company shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on Series H Preferred Stock for which a notice of redemption pursuant to
the Special Optional Redemption Right has been given.
(e) All shares of the Series H Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
Section 7. Voting Rights .
(a) Holders of the Series H Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
(b) Whenever dividends on any shares of Series H Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “ Preferred Dividend Default ”), the holders of such Series H Preferred Stock (voting separately as a class together with
all other classes or series of preferred stock of the Company ranking on parity

8
with the Series H Preferred Stock with respect to payment of dividends and the distribution of assets upon the Company’s liquidation,
dissolution or winding up and upon which like voting rights have been conferred and are exercisable (“ Parity Preferred ”), including the
Series E Cumulative Redeemable Preferred Stock, the Series F Cumulative Redeemable Preferred Stock and the Series G Cumulative
Redeemable Preferred Stock of the Company) shall be entitled to vote for the election of a total of two additional directors of the Company (the “
Preferred Directors ”) until all dividends accumulated on such Series H Preferred Stock and Parity Preferred for the past dividend periods shall
have been fully paid or declared and a sum sufficient for the payment thereof is set aside for payment. In such case, the entire Board of
Directors will be increased by two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualified or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A)
a special meeting called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the Company’s
next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days
of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of
stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series H Preferred Stock and each such class
or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series H Preferred Stock shall be considered timely
made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not be
any prior quarterly dividend periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series H Preferred Stock and Parity Preferred, a special meeting of the
holders of Series H Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice of such
special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining holders of
the Series H Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of business on the
third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders of the Series H
Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be entitled to elect
two directors on the basis of one vote per $25.00 of liquidation preference to which such Series H Preferred Stock and Parity Preferred are
entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders of
one-third of the Series H Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person or by proxy, will
constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which holders of
the Series H Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they appear in
the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any applicable law, a
majority of the holders of the Series H Preferred Stock and Parity Preferred voting as a single class present in person or by proxy shall have the
power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the meeting, until a
quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special
meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such
termination to holders of the Series H Preferred Stock and the Parity Preferred that would have been entitled to vote at such special meeting.
(e) If and when all accumulated dividends on such Series H Preferred Stock and all classes or series of Parity Preferred for the past
dividend periods shall have been fully paid or declared and a sum sufficient for the payment thereof is set aside for payment, the right of the
holders of Series H Preferred Stock and the Parity Preferred to elect such additional two directors shall immediately cease (subject to revesting in
the event of each and every Preferred Dividend Default), and the term of office of each Preferred Director so elected shall terminate and the entire
Board of Directors shall be reduced accordingly. Any Preferred Director may be removed at any time with or without cause by the vote of, and
shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series H Preferred Stock and the
Parity Preferred entitled to vote thereon when they

9
have the voting rights set forth in Section 7(b) (voting as a single class). So long as a Preferred Dividend Default shall continue, any vacancy
in the office of a Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a
vote of the holders of record of a majority of the outstanding Series H Preferred Stock when they have the voting rights described above (voting
as a single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be entitled to one vote on any matter.
(f) So long as any shares of Series H Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of
the shares of Series H Preferred Stock and each other class or series of Parity Preferred outstanding at the time, given in person or by proxy,
either in writing or at a meeting (voting together as a single class) will be required to: (i) authorize, create or issue, or increase the number of
authorized or issued shares of, any class or series of capital stock ranking senior to the Series H Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company (collectively, “ Senior Capital Stock ”) or
reclassify any authorized shares of capital stock of the Company into such capital stock, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such Senior Capital Stock; or (ii) amend, alter or repeal the provisions of the Charter,
including the terms of the Series H Preferred Stock, whether by merger, consolidation, transfer or conveyance of all or substantially all of its
assets or otherwise (an “ Event ”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series H Preferred
Stock; provided however , with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series H Preferred Stock
remains outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of an Event, the Company
may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences,
privileges or voting power of Series H Preferred Stock, and in such case such holders shall not have any voting rights with respect to the
occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the Series H Preferred Stock receive the greater of the full
trading price of the Series H Preferred Stock on the date of an Event set forth in (ii) above or the $25.00 liquidation preference per share of the
Series H Preferred Stock pursuant to the occurrence of any of the Events set forth in (ii) above, then such holders shall not have any voting
rights with respect to the Events set forth in (ii) above. If any Event set forth in (ii) above would materially and adversely affect the rights,
preferences, privileges or voting powers of the Series H Preferred Stock disproportionately relative to other classes or series of Parity
Preferred, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series H Preferred Stock, voting separately
as a class, will also be required. Holders of shares of Series H Preferred Stock shall not be entitled to vote with respect to (A) any increase in
the total number of authorized shares of Common Stock or Preferred Stock of the Company, or (B) any increase in the number of authorized
shares of Series H Preferred Stock or the creation or issuance of any other class or series of capital stock, or (C) any increase in the number of
authorized shares of any other class or series of capital stock, in each case referred to in clause (A), (B) or (C) above ranking on parity with or
junior to the Series H Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or
winding up of the Company. Except as set forth herein, holders of the Series H Preferred Stock shall not have any voting rights with respect
to, and the consent of the holders of the Series H Preferred Stock shall not be required for, the taking of any corporate action, including an
Event, regardless of the effect that such corporate action or Event may have upon the powers, preferences, voting power or other rights or
privileges of the Series H Preferred Stock.
(g) The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series H Preferred Stock shall have been redeemed or called for
redemption upon proper notice pursuant to these Articles Supplementary, and sufficient funds, in cash, shall have been deposited in trust to
effect such redemption.
(h) In any matter in which the Series H Preferred Stock may vote (as expressly provided herein), each share of Series H Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
Section 8. Conversion . The shares of Series H Preferred Stock are not convertible into or exchangeable for any other property or
securities of the Company, except as provided in this Section 8.
(a) Upon the occurrence of a Change of Control, each holder of shares of Series H Preferred Stock shall have the right, unless, prior to the
Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series H Preferred Stock
pursuant to the Redemption Right or Special

Optional Redemption Right, to convert some or all of the Series H Preferred Stock held by such holder (the “ Change of Control Conversion Right
”) on the Change of Control Conversion Date into a number of shares of Common Stock, per share of Series H Preferred Stock to be converted
(the “ Common Stock Conversion Consideration ”) equal to the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25.00
liquidation preference per share of Series H Preferred Stock to be converted plus
(y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of
Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional
amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 0.9632
(the “ Share Cap ”), subject to the immediately succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the
Common Stock), subdivisions or combinations (in each case, a “ Share Split ”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying
(i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common
Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock
outstanding immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock
(or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change
of Control Conversion Right shall not exceed 11,558,400 shares of Common Stock (or equivalent Alternative Conversion Consideration, as
applicable), subject to increase to the extent the underwriters’ over-allotment option to purchase additional shares of Series H Preferred Stock in
the initial public offering of Series H Preferred Stock is exercised, not to exceed 13,292,160 shares of Common Stock in total (or equivalent
Alternative Conversion Consideration, as applicable) (the “ Exchange Cap ”). The Exchange Cap is subject to pro rata adjustments for any
Share Splits on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other
property or assets (including any combination thereof) (the “ Alternative Form Consideration ”), a holder of shares of Series H Preferred
Stock shall receive upon conversion of such shares of Series H Preferred Stock the kind and amount of Alternative Form Consideration which
such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common
Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “
Alternative Conversion Consideration ”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as
may be applicable to a Change of Control, shall be referred to herein as the “ Conversion Consideration ”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in the Change
of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority
of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common
Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject to
any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any portion
of the consideration payable in the Change of Control.
The “ Change of Control Conversion Date ” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such
notice pursuant to Section 8(c).
The “ Common Stock Price ” shall be (i) if the consideration to be received in the Change of Control by the holders of Common Stock
is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the Change of Control
by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common Stock (or, if no closing
sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid
and the average closing ask prices) for the ten consecutive trading days immediately preceding, but

10
not including, the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock
is then traded, or (y) the average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by Pink
Sheets LLC or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the
Change of Control, if the Common Stock is not then listed for trading on a U.S. securities exchange.
(b) No fractional shares of Common Stock shall be issued upon the conversion of Series H Preferred Stock. In lieu of fractional shares,
holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c) Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the
resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series H Preferred Stock at their
addresses as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. No failure to
give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of
Series H Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting
the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series H Preferred Stock may exercise
their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control
Conversion Date, which shall be a Business Day occurring within 20 to 35 days following the date of such notice; (vi) that if, prior to the
Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem all or any portion of the Series H
Preferred Stock, the holder will not be able to convert shares of Series H Preferred Stock designated for redemption and such shares of Series
H Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the
Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received
per share of Series H Preferred Stock; (viii) the name and address of the paying agent and the conversion agent; and (ix) the procedures that
the holders of Series H Preferred Stock must follow to exercise the Change of Control Conversion Right.
(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series H Preferred Stock.
(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series H Preferred Stock shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of
Series H Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s
transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series H Preferred Stock to be converted; and (iii) that the shares of Series H Preferred Stock are to be converted
pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series H Preferred
Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“ DTC ”).
(f) Holders of Series H Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in
part) by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the
Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series H Preferred Stock; (ii) if
certificated shares of Series H Preferred Stock have been issued, the certificate numbers of the shares of withdrawn Series H Preferred Stock; and
(iii) the number of shares of Series H Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the
shares of Series H Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC.
(g) Shares of Series H Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which
the conversion notice has not been properly withdrawn shall be converted into

11
the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion
Date, unless, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem such
shares of Series H Preferred Stock, whether pursuant to its Redemption Right or Special Optional Redemption Right. If the Company elects to
redeem shares of Series H Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of
Control Conversion Date, such shares of Series H Preferred Stock shall not be so converted and the holders of such shares shall be entitled
to receive on the applicable redemption date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the
redemption date.
(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change of
Control Conversion Date.
(i) Notwithstanding anything to the contrary contained herein, no holder of shares of Series H Preferred Stock will be entitled to
convert such shares of Series H Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock
would cause the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or
Constructive Ownership (each as defined in Section 9(a)) in excess of the Ownership Limit (as defined in Section 9(a)), the Aggregate Stock
Ownership Limit (as defined in Section 9(a)), or such other limit as permitted by the Board of Directors or the Committee pursuant to Section 9(i).
Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit .
(a) Definitions . For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have the
following meanings:
“ Aggregate Stock Ownership Limit ” has the meaning set forth in Article VI of the Charter.
“ Beneficial Ownership ” shall mean ownership of Series H Preferred Stock by a Person who is or would be treated as an owner of
such Series H Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “ Beneficial Owner ,” “ Beneficially Owns ” and “ Beneficially Owned ” shall
have the correlative meanings.
“ Capital Stock ” has the meaning set forth in Article VI of the Charter.
“ Charitable Beneficiary ” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)(vi) of these Articles
Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)
(3) of the Code.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any successor
provisions thereof as may be adopted from time to time.
“ Constructive Ownership ” shall mean ownership of Series H Preferred Stock by a Person who is or would be treated as an owner
of such Series H Preferred Stock either actually or constructively through the application of Section 318 of the Code, as modified by
Section 856(d)(5) of the Code. The terms “ Constructive Owner ,” “ Constructively Owns ” and “ Constructively Owned ” shall have the
correlative meanings.
“ Individual ” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust permanently set
aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation within the
meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from tax under Section
501(a) of the Code shall be excluded from this definition.
“ IRS ” means the United States Internal Revenue Service.
“ Market Price ” shall mean the last reported sales price reported on the NYSE of the Series H Preferred Stock on the Trading Day
immediately preceding the relevant date, or if the Series H Preferred Stock is not then traded on the NYSE, the last reported sales price of
the Series H Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange or quotation system
over which the Series H Preferred Stock may be traded, or if the Series H Preferred Stock is not then traded over any exchange or
quotation system, the market price of the Series H Preferred Stock on the relevant date as determined in good faith by the Board of
Directors of the Company.
12

“ Ownership Limit ” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of Series
H Preferred Stock of the Company. The number and value of shares of outstanding Series H Preferred Stock of the Company shall be
determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes hereof.
“ Person ” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under
Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include an underwriter acting in a
capacity as such in a public offering of shares of Series H Preferred Stock provided that the ownership of such shares of Series H
Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of Section 856(h) of the
Code, or otherwise result in the Company failing to qualify as a REIT.
“ Purported Beneficial Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to
a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the Purported Record
Transferee would have acquired or owned shares of Series H Preferred Stock for another Person who is the beneficial transferee or
beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“ Purported Record Transferee ” shall mean, with respect to any purported Transfer (or other event) which results in a transfer to a
Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series H Preferred Stock if such Transfer had
been valid under Section 9(b)(i) of these Articles Supplementary.
“ REIT ” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“ Restriction Termination Date ” shall mean the first day after the date hereof on which the Board of Directors of the Company
determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“ Trading Day ” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not quoted
on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the
Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the principal other
market on which the Common Stock is then traded or quoted.
“ Transfer ” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series H Preferred Stock as well
as any other event that causes any Person to Beneficially Own or Constructively Own Series H Preferred Stock, including (i) the
granting of any option or entering into any agreement for the sale, transfer or other disposition of Series H Preferred Stock or (ii) the
sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series H Preferred Stock),
whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or Constructively
(including but not limited to transfers of interests in other entities which result in changes in Beneficial or Constructive Ownership of
Series H Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“ Trust ” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.
“ Trustee ” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers .
(i) Prior to the Restriction Termination Date, but subject to Section 9(l):
(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of Series
H Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series H Preferred Stock that,
taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person Beneficially Owning
Capital Stock in excess of the Aggregate Stock Ownership Limit;
13

(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares of Series H
Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series H Preferred Stock
that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such Person
Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series H Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being “closely
held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but not limited to
Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an interest in a tenant that
is described in Section 856(d)(2)(B) of the Code if the income derived by the Company (either directly or indirectly through one or
more subsidiaries) from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section
856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series H Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then that
number of shares of Series H Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially or
Constructively Owning Series H Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series H Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio , and
the Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series H Preferred Stock that, if effective,
would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to any rules
of attribution) shall be void ab initio , and the intended transferee shall acquire no rights in such Series H Preferred Stock.
(c) Transfers of Series H Preferred Stock in Trust .
(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series H
Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one
or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles Supplementary.
(ii) Series H Preferred Stock held by the Trustee shall be issued and outstanding Series H Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series H Preferred Stock held by the
Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held
in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of
Series H Preferred Stock held in the Trust.

14
(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series H Preferred Stock held in the Trust, which
rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series H Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series H Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have
no voting rights with respect to the Series H Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the Series
H Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to rescind as
void any vote cast by a Purported Record Transferee with respect to such Series H Preferred Stock prior to the discovery by the Company that
the Series H Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of the Trustee
acting for the benefit of the Charitable Beneficiary; provided , however , that if the Company has already taken irreversible corporate action,
then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles
Supplementary to the contrary, until the Company has received notification that the Series H Preferred Stock has been transferred into a
Trust, the Company shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders
entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.
(iv) Within twenty (20) days of receiving notice from the Company that shares of Series H Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series H Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series H Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series H Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The Purported
Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series H Preferred Stock
in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series H Preferred Stock at Market Price, the Market Price of such shares of Series H Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series H Preferred Stock to the Trust) and (B) the price per share received by the
Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series H Preferred Stock held
in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions
which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to
Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the
Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of
such Series H Preferred Stock have been transferred to the Trustee, such shares of Series H Preferred Stock are sold by a Purported Record
Transferee then (1) such shares of Series H Preferred Stock shall be deemed to have been sold on behalf of the Trust and (2) to the extent that
the Purported Record Transferee received an amount for such shares of Series H Preferred Stock that exceeds the amount that such Purported
Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee upon demand.
(v) Series H Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series H Preferred
Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series H Preferred Stock at Market Price, the Market Price of such shares of Series H Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series H Preferred Stock to the Trust) and (B) the Market Price on the date the
Company, or its designee, accepts such offer.

15
The Company may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions which have
been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to Section 9(c)(iii).
The Company shall have the right to accept such offer until the Trustee has sold the shares of Series H Preferred Stock held in the Trust
pursuant to Section 9(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares of Series H Preferred
Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and any dividends
or other distributions held by the Trustee with respect to such Series H Preferred Stock shall thereupon be paid to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series H Preferred Stock held in the Trust would not violate the restrictions set forth in
Section 9(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach . If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series H Preferred Stock of the Company in violation of Section
9(b) of these Articles Supplementary, the Board of Directors or the Committee or other designees if permitted by the MGCL shall take such
action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem
shares of Series H Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin
such Transfer; provided , however , that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or
Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as
described in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio irrespective of any action (or
non-action) by the Board of Directors.
(e) Notice of Restricted Transfer . Any Person who acquires or attempts to acquire shares of Series H Preferred Stock in violation of
Section 9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust
results under Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall
provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or
attempted Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information . Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial
Owner or Constructive Owner of Series H Preferred Stock and each Person (including the stockholder of record) who is holding Series H
Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that the
Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited . Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and the
interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these Articles
Supplementary). In the event Section 9 requires an action by the Board of Directors and these Articles Supplementary fail to provide specific
guidance with respect to such action, the Board of Directors shall have the power to determine the action to
16

be taken so long as such action is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board of Directors
(which the Board of Directors may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section
9(b)) acquired Beneficial or Constructive Ownership of Series H Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall
apply first to the shares of Series H Preferred Stock which, but for such remedies, would have been actually owned by such Person, and
second to shares of Series H Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned
(but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Series H Preferred Stock based upon
the relative number of the shares of Series H Preferred Stock held by each such Person.
(i)Exceptions .
(i) Subject to Section 9(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series H Preferred Stock in violation of Section 9(b)(i)(A) if the Board of
Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate
Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 9(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Constructively Owning shares of Series H Preferred Stock in violation of Section 9(b)(i)(B), if the Board of
Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii) Subject to Section 9(b)(i)(C) and the remainder of this Section 9(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided , however , that the decreased Ownership Limit will not be effective for any Person whose percentage
ownership of Series H Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person’s percentage of Series H
Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series H Preferred Stock in excess of such
percentage ownership of Series H Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new Ownership
Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the Company.
(iv) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or other
action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series H Preferred
Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
9(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either case
in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine
or ensure the Company’s status as a REIT.
(j)Legends . Each certificate for Series H Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO
DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK
BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH,
WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S
CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS
17

AND OTHER DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF
EACH CLASS WHICH THE COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE
ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES
BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS
TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE
DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 7.375% SERIES H CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES H
PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A
REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES H PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES H PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS
MORE RESTRICTIVE) OF THE OUTSTANDING SERIES H PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES H PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY
OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD
RESULT IN SUCH PERSON BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN EXCESS OF
9.8% OF THE VALUE OF THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR
CONSTRUCTIVELY OWN SHARES OF SERIES H PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL
STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE
COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL
TO QUALIFY AS A REIT; AND (iv) ANY TRANSFER OF SHARES OF SERIES H PREFERRED STOCK THAT, IF EFFECTIVE,
WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS
WILL BE VOID AB INITIO AND THE INTENDED TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES H
PREFERRED STOCK. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR
CONSTRUCTIVELY OWN SERIES H PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR
CONSTRUCTIVELY OWN SERIES H PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY
NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE
VIOLATED, THE SERIES H PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE
AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE
BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY
THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A
TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE
OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE
MAY BE VOID AB INITIO . ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR
THE SERIES H PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES
SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE
RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH
18

HOLDER OF SERIES H PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE
DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability . If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such
provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE . Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series H Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 9 after
such settlement.
(m)Applicability of Section 9 . The provisions set forth in this Section 9 shall apply to the Series H Preferred Stock notwithstanding any
contrary provisions of the Series H Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10. No Conversion Rights . The shares of Series H Preferred Stock shall not be convertible into or exchangeable for any other
property or securities of the Company or any other entity, except as otherwise provided herein.
Section 11. Record Holders . The Company and its transfer agent may deem and treat the record holder of any Series H Preferred Stock
as the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
Section 12. No Maturity or Sinking Fund . The Series H Preferred Stock has no maturity date, and no sinking fund has been established
for the retirement or redemption of Series H Preferred Stock; provided , however , that the Series H Preferred Stock owned by a stockholder in
excess of the Ownership Limit or Aggregate Stock Ownership Limit shall be subject to the provisions of Section 5 and Section 9 of this
Articles Supplementary.
Section 13. Exclusion of Other Rights . The Series H Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
Section 14. Headings of Subdivisions . The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
Section 15. Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series H Preferred Stock set forth in the Charter and these
Articles Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other
preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of
redemption of Series H Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision
thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to
dividends or other distributions, qualifications or terms or conditions of redemption of the Series H Preferred Stock herein set forth shall be
deemed dependent upon any other provision thereof unless so expressed therein.
Section 16. No Preemptive Rights . No holder of Series H Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH : The Series H Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.
19

FIFTH : These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
SIXTH : These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for record.
SEVENTH : The undersigned Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary of the
Company acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts required to be
verified under oath, the undersigned Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary
acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
20

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its
Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary and attested to by its Senior Vice President,
General Counsel and Assistant Secretary as of the date first written above.
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein Name:A.
William Stein
Title: Interim Chief Executive Officer, Chief Financial Officer, Chief
Investment Officer and Secretary
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Joshua A. Mills Name:
Joshua A. Mills
Title: Senior Vice President, General Counsel and Assistant Secretary
[Signature Page to Articles Supplementary]

DIGITAL REALTY TRUST, INC.
CERTIFICATE OF CORRECTION
THIS IS TO CERTIFY THAT:
FIRST : The title of the document being corrected is Articles Supplementary (the “Articles”).
SECOND : The sole party to the Articles is Digital Realty Trust, Inc., a Maryland corporation (the “Company”).
THIRD : The Articles were filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on March 25,
2014.
FOURTH : The last sentence of the third paragraph of Section 8(a) of the Articles as previously filed with the Department is set forth
below:
The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the
Share Cap.
FIFTH : The last sentence of the third paragraph of Section 8(a) of the Articles as corrected hereby is set forth below:
The Exchange Cap (i) shall be increased on a pro rata basis with respect to any additional shares of Series H Preferred Stock designated and
authorized for issuance pursuant to any subsequent articles supplementary and (ii) is subject to pro rata adjustments for any Share
Splits on the same basis as the corresponding adjustment to the Share Cap.
SIXTH : The undersigned acknowledges this Certificate of Correction to be the corporate act of the Company and as to all matters or facts
required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be signed in its name and on its behalf by its
Interim Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary and attested to by its Senior Vice President,
General Counsel and Assistant Secretary on April 4, 2014.
ATTEST
DIGITAL REALTY TRUST, INC.
/s/ Joshua A. Mills
By:
/s/ A. William Stein
Name: Joshua A. Mills
Name:A. William Stein
Title: Senior Vice President, General Counsel and Assistant
Secretary
Title: Interim Chief Executive Officer, Chief
Financial Officer,
Chief Investment Officer and Secretary
-2-

DIGITAL REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY
Digital Realty Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation
of Maryland (the “Department”) that:
FIRST : Under a power contained in Article IV of the charter of the Company (the “Charter”), the Board of Directors of the Company (the
“Board of Directors”), by duly adopted resolutions, classified and designated an additional 2,000,000 authorized but unissued shares of
preferred stock, par value $0.01 per share, of the Company (the “Shares”) as shares of 7.375% Series H Cumulative Redeemable Preferred
Stock, par value $0.01 per share, of the Company (the “Series H Preferred Stock”). The total number of shares of Series H Preferred Stock
which the Company has authority to issue after giving effect to these Articles Supplementary is 15,800,000. There has been no increase in
the authorized shares of stock of the Company effected by these Articles Supplementary.
SECOND : A description of the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and
other distributions, transfers, qualifications, terms and conditions of redemption, and other terms and conditions of the Series H Preferred
Stock is contained in the Articles Supplementary filed with, and accepted for record by, the Department on March 25, 2014, as corrected by the
Certificate of Correction filed with, and accepted for record by, the Department on the date hereof.
THIRD : The Shares have been classified and designated by the Board of Directors under the authority contained in the Charter.
FOURTH : These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FIFTH : The undersigned acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or facts
required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be signed in its name and on its behalf by its Interim
Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Secretary and attested to by its Senior Vice President, General
Counsel and Assistant Secretary on April 4, 2014.
ATTEST
DIGITAL REALTY TRUST, INC.
/s/ Joshua A. Mills
By:
/s/ A. William Stein
Name: Joshua A. Mills
Name:A. William Stein
Title: Senior Vice President, General Counsel and Assistant
Secretary
Title: Interim Chief Executive Officer, Chief
Financial Officer,
Chief Investment Officer and Secretary
[Signature Page to Articles Supplementary]

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 11,500,000 SHARES OF
6.350% SERIES I CUMULATIVE REDEEMABLE PREFERRED STOCK AUGUST 21,
2015
Digital Realty Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “Department”) that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “Board of Directors”) by Article
V of the Articles of Amendment and Restatement of the Company filed with the Department on April 4, 2014 (as amended and
supplemented to date and as may be amended and supplemented from time to time, the “Charter”) and Section 2-105 of the Maryland General
Corporation Law (the “MGCL”), the Board of Directors, by resolutions duly adopted on July 12, 2015 has authorized the issuance, classification
and designation of a number of shares of the authorized but unissued preferred stock of the Company, par value $0.01 per share (“Preferred
Stock”), as a separate class of Preferred Stock, that, on the date of issue, has a liquidation value or aggregate offering price of up to $250,000,000
(plus up to an additional 15% to cover any underwriter over- allotment option), and, pursuant to the powers contained in the Fifth Amended
and Restated Bylaws (as may be amended from time to time, the “Bylaws”) of the Company and the MGCL, delegated to the Pricing Committee
of the Board of Directors (the “Committee”), to the fullest extent permitted by the MGCL and the Charter and Bylaws of the Company, among other
things, all powers of the Board of Directors with respect to (i) setting the number of shares of the Preferred Stock to be classified and
designated, provided that in no event shall the liquidation value or aggregate offering price of such shares exceed $250,000,000 (plus up to
an additional 15% to cover any underwriter over-allotment option), (ii) choosing the cumulative dividend percentage for the Preferred Stock,
(iii) selecting the dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price per share for the Preferred Stock, (v)
authorizing, approving and filing these Articles Supplementary with the Department and (vi) authorizing and approving all such other actions as the
Committee may deem necessary or desirable in connection with the classification, authorization, issuance, offer, and sale of the Preferred Stock.
SECOND: The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class
of Preferred Stock to be known as the “6.350% Series I Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 6.350% Series I Cumulative Redeemable Preferred Stock, and authorizing the issuance of up
to 10,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 6.350% Series I Cumulative
Redeemable Preferred Stock.
THIRD: The designation, number of shares, preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of the separate
class of Preferred Stock of the Company designated as the 6.350% Series I Cumulative Redeemable Preferred Stock are as follows, which upon any
restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes to
the enumeration or lettering of Sections or subsections thereof:
Designation and Number. A series of Preferred Stock, designated the “6.350% Series I Cumulative Redeemable Preferred Stock” (the
“Series I Preferred Stock”), is hereby established. The number of shares of Series I Preferred Stock shall be 11,500,000.

Rank. The Series I Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary liquidation,
dissolution or winding up of the Company, rank: (a) senior to all classes or series of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding expressly designated
as ranking junior to the Series I Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up
of the Company; (b) on parity with the Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series F Cumulative
Redeemable Preferred Stock, par value $0.01 per share, the Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, of
the Company and the Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company, and with any class or
series of capital stock of the Company expressly designated as ranking on parity with the Series I Preferred Stock as to dividend rights and
rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company; and (c) junior to any class or series of capital
stock of the Company expressly designated as ranking senior to the Series I Preferred Stock as to dividend rights and rights upon voluntary or
involuntary liquidation, dissolution or winding up of the Company. The term “capital stock” does not include convertible or exchangeable
debt securities, which will rank senior to the Series I Preferred Stock prior to conversion or exchange. The Series I Preferred Stock will also
rank junior in right of payment to the Company’s existing and future debt obligations.
Dividends.
Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series I
Preferred Stock as to dividends, the holders of shares of the Series I Preferred Stock shall be entitled to receive, when, as and if authorized by
the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at the
rate of 6.350% per annum of the $25.00 liquidation preference per share of the Series I Preferred Stock (equivalent to a fixed annual amount of
$1.5875 per share of the Series I Preferred Stock). Such dividends shall accrue and be cumulative from and including the first date on
which any shares of Series I Preferred Stock are issued (the “Original Issue Date”) and shall be payable quarterly in arrears on each Dividend
Payment Date (as defined below), commencing December 31, 2015; provided, however, that if any Dividend Payment Date is not a Business
Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid, at the
Company’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the
amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on the Series I
Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the
Company at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the
contrary contained herein, each outstanding share of Series I Preferred Stock shall be entitled to receive a dividend with respect to any
Dividend Record Date equal to the dividend paid with respect to each other share of Series I Preferred Stock that is outstanding on such
date. “Dividend Record Date” shall mean the date designated by the Board of Directors for the payment of dividends that is not more than
35 or fewer than 10 days prior to the applicable Dividend Payment Date. “Dividend Payment Date” shall mean the last calendar day of
each March, June, September and December, commencing on December 31, 2015. “Dividend Period” shall mean the respective periods
commencing on and including the first day of January, April, July and October of each year and ending on and including the day preceding
the first day of the next succeeding Dividend Period (other than the initial Dividend Period, which shall commence on the Original Issue
Date and end on and include December 31, 2015, and other than the Dividend Period during which any shares of Series I Preferred Stock shall be
redeemed pursuant to Section 5 or Section 6 hereof, which shall end on and include the day preceding the redemption date with respect
to the shares of Series I Preferred Stock being redeemed).
The term “Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in New
York, New York are authorized or required by law, regulation or executive order to close.
Notwithstanding anything contained herein to the contrary, dividends on the Series I Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are
authorized or declared.

Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment, and no other
distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of Common Stock
or shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series I Preferred
Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior to the
Series I Preferred Stock as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up)
for any period, nor shall any shares of Common Stock or any other shares of any other class or series of capital stock of the Company
ranking, as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, on parity
with or junior to the Series I Preferred Stock be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds be
paid or made available for a sinking fund for the redemption of such shares, and no other distribution of cash or other property may be
made, directly or indirectly, on or with respect thereto by the Company (except by conversion into or exchange for other shares of any
class or series of capital stock of the Company ranking junior to the Series I Preferred Stock as to payment of dividends and the
distribution of assets upon the Company’s liquidation, dissolution or winding up, and except for the acquisition of shares made pursuant
to the provisions of Article VI of the Charter or Section 9 hereof), unless full cumulative dividends on the Series I Preferred Stock for all past
Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment
thereof in cash is set apart for such payment.
When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series I Preferred
Stock and the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series I Preferred Stock, all
dividends declared upon the Series I Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on
parity with the Series I Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series I Preferred
Stock and such other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the
Series I Preferred Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends
on such other class or series of capital stock for prior Dividend Periods if such other class or series of capital stock does not have a
cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend
payment or payments on the Series I Preferred Stock which may be in arrears.
Holders of shares of Series I Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
capital stock, in excess of full cumulative dividends on the Series I Preferred Stock as provided herein. Any dividend payment made on the Series
I Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain
payable. Accrued but unpaid dividends on the Series I Preferred Stock will accumulate as of the Dividend Payment Date on which they first
become payable.
Liquidation Preference.
Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution or payment
shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon
any voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series I Preferred Stock, the holders of
shares of Series I Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to its
stockholders, after payment of or provision for the debts and other liabilities of the Company and, subject to compliance with section 7(f)(i)
of these Articles Supplementary, any class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, senior to the Series I Preferred Stock, a liquidation preference of $25.00 per share,
plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date of payment.
In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series I Preferred Stock and the corresponding
amounts payable on all shares of other classes or series of capital stock of the Company ranking, as to rights upon the Company’s liquidation,
dissolution or winding up, on parity with the Series I Preferred Stock in the distribution of assets, then the holders of the Series I Preferred
Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution
or winding up, on parity with the Series I Preferred Stock shall share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation,

dissolution or winding up of the Company, stating the payment date or dates when, and the place or places where, the amounts distributable in such
circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 or more than 60 days prior to the payment
date stated therein, to each record holder of shares of Series I Preferred Stock at the respective addresses of such holders as the same shall
appear on the stock transfer records of the Company. After payment of the full amount of the liquidating distributions to which they are
entitled, the holders of Series I Preferred Stock will have no right or claim to any of the remaining assets of the Company. The consolidation
or merger of the Company with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of all or
substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of
the Company.
In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the
Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series I
Preferred Stock shall not be added to the Company’s total liabilities.
Redemption.
Shares of Series I Preferred Stock shall not be redeemable prior to August 24, 2020 except as set forth in Section 6 hereof or to
preserve the status of the Company as a REIT (as defined in Section 9(a) hereof) for United States federal income tax purposes. In
addition, the Series I Preferred Stock shall be subject to the provisions of Section 9 hereof pursuant to which Series I Preferred Stock owned by a
stockholder in excess of the Ownership Limit (as defined in Section 9(a) hereof) shall automatically be transferred to a Trust (as defined in Section
9(a) hereof) for the exclusive benefit of a Charitable Beneficiary (as defined in Section 9(a) hereof).
On and after August 24, 2020, the Company, at its option, upon not fewer than 30 or more than 60 days’ written notice, may redeem
the Series I Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of
$25.00 per share, plus all accrued and unpaid dividends (whether or not authorized or declared) thereon up to but not including the date
fixed for redemption, without interest, to the extent the Company has funds legally available therefor (the “Redemption Right”). If fewer than all of
the outstanding shares of Series I Preferred Stock are to be redeemed, the shares of Series I Preferred Stock to be redeemed shall be redeemed
pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the Company. If redemption is to be by lot
and, as a result, any holder of shares of Series I Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership
(each as defined in Section 9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership
Limit (as defined in Section 9(a) hereof), or such other limit as permitted by the Board of Directors or a committee thereof pursuant to
Section 9(i) hereof, because such holder’s shares of Series I Preferred Stock were not redeemed, or were only redeemed in part, then, except
as otherwise provided in the Charter, the Company shall redeem the requisite number of shares of Series I Preferred Stock of such holder
such that no holder will hold an amount of Series I Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption.
Holders of Series I Preferred Stock to be redeemed shall surrender such Series I Preferred Stock at the place, or in accordance with the book-
entry procedures, designated in such notice and shall be entitled to the redemption price of $25.00 per share and any accrued and unpaid
dividends payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series I Preferred Stock has
been given (in the case of a redemption of the Series I Preferred Stock other than to preserve the status of the Company as a REIT), (ii) the
funds necessary for such redemption have been set aside by the Company in trust for the benefit of the holders of any shares of Series I
Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and
unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such shares of Series I Preferred Stock, such shares
of Series I Preferred Stock shall no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to
receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative
dividends on the Series I Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in
cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the
Company’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series I Preferred Stock at such
price or prices as the Company may determine, subject to the provisions of applicable law, including the repurchase of shares of Series I
Preferred Stock in open-market transactions duly authorized by the Board of Directors.

In the event of any redemption of the Series I Preferred Stock in order to preserve the status of the Company as a REIT for United
States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section 5
of these Articles Supplementary. If the Company calls for redemption of any shares of Series I Preferred Stock pursuant to and in
accordance with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to $25.00 per share together
with all accrued and unpaid dividends to but excluding the dated fixed for redemption.
Unless full cumulative dividends on the Series I Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i)
declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of Series I
Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all outstanding
shares of Series I Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly or indirectly
any shares of Series I Preferred Stock or any class or series of capital stock of the Company ranking, as to payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the Series I Preferred Stock (except
by conversion into or exchange for shares of capital stock of the Company ranking, as to payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up of the Company, junior to the Series I Preferred Stock); provided, however, that the foregoing
shall not prevent the purchase of Series I Preferred Stock, or any other class or series of capital stock of the Company ranking, as to
payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the
Series I Preferred Stock, by the Company in accordance with the terms of Sections 5(c) and 9 of these Articles Supplementary or otherwise, in order
to ensure that the Company remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of Series I
Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series I Preferred
Stock.
Notice of redemption pursuant to the Redemption Right will be given by publication in a newspaper of general circulation in the
City of New York, such publication to be made once a week for two successive weeks commencing not fewer than 30 or more than 60 days
prior to the redemption date. A similar notice will be mailed by the Company, postage prepaid, not fewer than 30 or more than 60 days prior
to the redemption date, addressed to the respective holders of record of the Series I Preferred Stock to be redeemed at their respective
addresses as they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect the validity of the
proceedings for the redemption of any Series I Preferred Stock except as to the holder to whom such notice was defective or not given. In
addition to any information required by law or by the applicable rules of any exchange upon which the Series I Preferred Stock may be
listed or admitted to trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series
I Preferred Stock to be redeemed;
(iv) the place or places where the certificates, if any, representing shares of Series I Preferred Stock are to be surrendered for payment of
the redemption price; (v) procedures for surrendering noncertificated shares of Series I Preferred Stock for payment of the redemption price; (vi)
that dividends on the shares of Series I Preferred Stock to be redeemed will cease to accumulate on such redemption date; and (vii) that payment of
the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of such Series I Preferred Stock. If
fewer than all of the shares of Series I Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also
specify the number of shares of Series I Preferred Stock held by such holder to be redeemed. Notwithstanding anything else to the contrary
in these Articles Supplementary, the Company shall not be required to provide notice to the holder of Series I Preferred Stock in the event
such holder’s Series I Preferred Stock is redeemed in accordance with Sections 5(c) and 9 of these Articles Supplementary to preserve the
Company’s status as a REIT.
If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder
of Series I Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares
on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date,
and each holder of Series I Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after
the end of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided
herein, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series I Preferred Stock for
which a notice of redemption has been given.

All shares of the Series I Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
The Series I Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption; provided,
however, that the Series I Preferred Stock owned by a stockholder in excess of the applicable ownership limit shall be subject to the
provisions of this Section 5 and Section 9 of these Articles Supplementary.
Special Optional Redemption by the Company.
Upon the occurrence of a Change of Control (as defined below), the Company will have the option upon written notice mailed by the
Company, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of
shares of the Series I Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer records of the
Company, to redeem shares of the Series I Preferred Stock, in whole or in part within 120 days after the first date on which such Change of
Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special
Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series I Preferred Stock except as to the holder to whom notice was defective or not given.
If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of redemption with respect
to the Series I Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of
Series I Preferred Stock will not have the conversion right described below in Section 8 of these Articles Supplementary.
A “Change of Control” is when, after the original issuance of the Series I Preferred Stock, the following have occurred and are
continuing:
the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)
(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly, through a
purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Company
entitling that person to exercise more than 50% of the total voting power of all stock of the Company entitled to vote generally in the
election of the Company’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has
the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving
entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock
Exchange (the “NYSE”), the NYSE MKT LLC (the “NYSE MKT”), or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an
exchange or quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.
In addition to any information required by law or by the applicable rules of any exchange upon which the Series I Preferred
Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares
of Series I Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series I Preferred Stock are to
be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series I Preferred Stock for payment of
the redemption price; (vi) that dividends on the shares of Series I Preferred Stock to be redeemed will cease to accumulate on the redemption
date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of
such Series I Preferred Stock; (viii) that the shares of Series I Preferred Stock are being redeemed pursuant to the Special Optional
Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions
constituting such Change of Control; and (ix) that holders of the shares of Series I Preferred Stock to which the notice relates will not be
able to tender such shares of Series I Preferred Stock for conversion in connection with the Change of Control and each share of Series I
Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on
the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series I
Preferred Stock held by any holder are to

be redeemed, the notice mailed to such holder shall also specify the number of shares of Series I Preferred Stock held by such holder to be
redeemed.
If fewer than all of the outstanding shares of Series I Preferred Stock are to be redeemed, the shares of Series I Preferred
Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined
by the Company. If such redemption pursuant to the Special Optional Redemption Right is to be by lot and, as a result, any holder of shares of
Series I Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a) hereof)
in excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership Limit (as defined in Section 9(a)
hereof), or such limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(i) hereof, because such holder’s shares
of Series I Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the Charter, the Company
shall redeem the requisite number of shares of Series I Preferred Stock of such holder such that no holder will hold an amount of Series I
Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption.
If the Company has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for
the redemption in trust for the benefit of the holders of the Series I Preferred Stock called for redemption, then from and after the redemption
date, those shares of Series I Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other
rights of the holders of those shares of Series I Preferred Stock will terminate. The holders of those shares of Series I Preferred Stock will
retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption
date, without interest. So long as full cumulative dividends on the Series I Preferred Stock for all past Dividend Periods shall have been or
contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for
payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a private
sale, all or any part of the Series I Preferred Stock at such price or prices as the Company may determine, subject to the provisions of applicable
law, including the repurchase of shares of Series I Preferred Stock in open-market transactions duly authorized by the Board of Directors.
The holders of Series I Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable
with respect to the Series I Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series I Preferred
Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment
Date or the Company’s default in the payment of the dividend due. Except as provided herein, the Company shall make no payment or
allowance for unpaid dividends, whether or not in arrears, on Series I Preferred Stock for which a notice of redemption pursuant to the Special
Optional Redemption Right has been given.
All shares of the Series I Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
Voting Rights.
Holders of the Series I Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
Whenever dividends on any shares of Series I Preferred Stock shall be in arrears for six or more consecutive or non- consecutive quarterly
periods (a “Preferred Dividend Default”), the holders of such Series I Preferred Stock (voting separately as a class together with holders of all
other classes or series of preferred stock of the Company ranking on parity with the Series I Preferred Stock with respect to payment of dividends
and the distribution of assets upon the Company’s liquidation, dissolution or winding up and upon which like voting rights have been
conferred and are exercisable (“Parity Preferred”), including the Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share,
the Series F Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series G Cumulative Redeemable Preferred Stock, par value
$0.01 per share, and the Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company) shall be entitled to vote for
the election of a total of two additional directors of the Company (the “Preferred Directors”) until all dividends accumulated on such Series I
Preferred Stock and Parity Preferred for the past Dividend Periods shall have been fully paid. In such case, the entire Board of Directors will be
increased by two directors.

The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred
Director will serve until his or her successor is duly elected and qualifies or until such Preferred Director’s right to hold the office terminates,
whichever occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i)
either (A) a special meeting called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the
Company’s next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received
within 90 days of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting
of stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series I Preferred Stock and each such
class or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series I Preferred Stock shall be considered
timely made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not
be any prior quarterly Dividend Periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon written
request of holders of record of at least 10% of the outstanding shares of Series I Preferred Stock and Parity Preferred, a special meeting of the
holders of Series I Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice of such
special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining
holders of the Series I Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of
business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders
of the Series I Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will be
entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series I Preferred Stock and Parity
Preferred are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder
or holders of one- third of the Series I Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person or by
proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which
holders of the Series I Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their addresses as they
appear in the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any
applicable law, a majority of the holders of the Series I Preferred Stock and Parity Preferred voting as a single class present in person or by
proxy shall have the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the
meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but
before such special meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed
notice of such termination to holders of the Series I Preferred Stock and the Parity Preferred that would have been entitled to vote at such
special meeting.
If and when all accumulated dividends on such Series I Preferred Stock and all classes or series of Parity Preferred for the past Dividend
Periods shall have been fully paid, the right of the holders of Series I Preferred Stock and the Parity Preferred to elect such additional two
directors shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the term of office of each
Preferred Director so elected shall terminate and the entire Board of Directors shall be reduced accordingly. Any Preferred Director may be
removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a
majority of the outstanding Series I Preferred Stock and the Parity Preferred entitled to vote thereon when they have the voting rights set
forth in Section 7(b) hereof (voting as a single class). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a
Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the
holders of record of a majority of the outstanding Series I Preferred Stock when they have the voting rights described above (voting as a
single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be entitled to one vote on any matter.
So long as any shares of Series I Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds
of the shares of Series I Preferred Stock and each other class or series of Parity Preferred outstanding at the time, given in person or by proxy,
either in writing or at a meeting (voting together as a single class) will be required to: (i) authorize, create or issue, or increase the number of
authorized or issued shares of, any class or series of capital stock ranking senior to the Series I Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company (collectively, “Senior Capital Stock”) or
reclassify any authorized

shares of capital stock of the Company into such capital stock, or create, authorize or issue any obligation or security convertible into or
evidencing the right to purchase any such Senior Capital Stock; or (ii) amend, alter or repeal the provisions of the Charter, including the terms of the
Series I Preferred Stock, whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise (an
“Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series I Preferred Stock; provided
however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series I Preferred Stock remains
outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of an Event set forth in (ii) above,
the Company may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect such
rights, preferences, privileges or voting power of Series I Preferred Stock, and in such case such holders shall not have any voting rights
with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the Series I Preferred Stock receive the
greater of the full trading price of the Series I Preferred Stock on the date of an Event set forth in (ii) above or the $25.00 liquidation
preference per share of the Series I Preferred Stock pursuant to the occurrence of any of the Events set forth in (ii) above, then such holders
shall not have any voting rights with respect to the Events set forth in (ii) above. If any Event set forth in (ii) above would materially
and adversely affect the rights, preferences, privileges or voting powers of the Series I Preferred Stock disproportionately relative to other
classes or series of Parity Preferred, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series I Preferred
Stock, voting separately as a class, will also be required. Holders of shares of Series I Preferred Stock shall not be entitled to vote with
respect to (A) any increase in the total number of authorized shares of Common Stock or Preferred Stock of the Company, or (B) any increase
in the number of authorized shares of Series I Preferred Stock or the creation or issuance of any other class or series of capital stock, or (C)
any increase in the number of authorized shares of any other class or series of capital stock, in each case referred to in clause (A), (B) or (C)
above ranking on parity with or junior to the Series I Preferred Stock with respect to the payment of dividends and the distribution of assets
upon liquidation, dissolution or winding up of the Company. Except as set forth herein, holders of the Series I Preferred Stock shall not
have any voting rights with respect to, and the consent of the holders of the Series I Preferred Stock shall not be required for, the taking of any
corporate action, including an Event, regardless of the effect that such corporate action or Event may have upon the powers, preferences,
voting power or other rights or privileges of the Series I Preferred Stock.
The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such
vote would otherwise be required shall be effected, all outstanding shares of Series I Preferred Stock shall have been redeemed or called for
redemption upon proper notice pursuant to these Articles Supplementary, and sufficient funds, in cash, shall have been deposited in trust
to effect such redemption.
In any matter in which the Series I Preferred Stock may vote (as expressly provided herein), each share of Series I Preferred
Stock shall be entitled to one vote per $25.00 of liquidation preference.
Conversion. The shares of Series I Preferred Stock are not convertible into or exchangeable for any other property or securities of the
Company, except as provided in this Section 8.
Upon the occurrence of a Change of Control, each holder of shares of Series I Preferred Stock shall have the right, unless, prior
to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series I Preferred
Stock pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series I Preferred Stock held by such
holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of Common Stock
per share of Series I Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient
obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series I Preferred Stock to be converted plus (y) the
amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control
Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount for
such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 0.76231 (the
“Share Cap”), subject to the immediately succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the
Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i)
the Share Cap in effect immediately prior to such Share Split by (ii) a

fraction, the numerator of which is the number of shares of Common Stock outstanding after giving effect to such Share Split and the
denominator of which is the number of shares of Common Stock outstanding immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock
(or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change
of Control Conversion Right shall not exceed 7,623,100 shares of Common Stock (or equivalent Alternative Conversion Consideration, as
applicable), subject to increase to the extent the underwriters’ option to purchase additional shares of Series I Preferred Stock in the initial
public offering of Series I Preferred Stock is exercised, not to exceed 8,766,565 shares of Common Stock in total (or equivalent Alternative
Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits
on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other
property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series I Preferred Stock
shall receive upon conversion of such shares of Series I Preferred Stock the kind and amount of Alternative Form Consideration which such holder
would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to
the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion
Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a
Change of Control, shall be referred to herein as the “Conversion Consideration”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in
the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by
holders of a majority of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality
of the Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and
will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions
applicable to any portion of the consideration payable in the Change of Control.
The “Change of Control Conversion Date” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such notice
pursuant to Section 8(c).
The “Common Stock Price” shall be (i) if the consideration to be received in the Change of Control by the holders of
Common Stock is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the
Change of Control by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common
Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of
the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including,
the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then
traded, or (y) the average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or
similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the
Common Stock is not then listed for trading on a U.S. securities exchange.
No fractional shares of Common Stock shall be issued upon the conversion of Series I Preferred Stock. In lieu of fractional
shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing
the resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series I Preferred Stock at their
addresses as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. No failure to give
such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series
I Preferred Stock except as to the holder to

whom notice was defective or not given. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change
of Control; (iii) the last date on which the holders of Series I Preferred Stock may exercise their Change of Control Conversion Right; (iv) the
method and period for calculating the Common Stock Price; (v) the Change of Control Conversion Date; (vi) that if, prior to the Change of
Control Conversion Date, the Company has provided or provides notice of its election to redeem all or any portion of the Series I Preferred Stock,
the holder will not be able to convert shares of Series I Preferred Stock designated for redemption and such shares of Series I Preferred Stock
shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Change of Control
Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series
I Preferred Stock; (viii) the name and address of the paying agent and the conversion agent; and (ix) the procedures that the holders of
Series I Preferred Stock must follow to exercise the Change of Control Conversion Right.
The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series I Preferred Stock.
In order to exercise the Change of Control Conversion Right, a holder of shares of Series I Preferred Stock shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of
Series I Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s
transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series I Preferred Stock to be converted; and (iii) that the shares of Series I Preferred Stock are to be converted pursuant
to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series I Preferred Stock are held
in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“DTC”).
Holders of Series I Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in
part) by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the
Change of Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series I Preferred Stock; (ii) if
certificated shares of Series I Preferred Stock have been issued, the certificate numbers of the shares of withdrawn Series I Preferred Stock; and
(iii) the number of shares of Series I Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the
shares of Series I Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC.
Shares of Series I Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which
the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance
with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of Control
Conversion Date, the Company has provided or provides notice of its election to redeem such shares of Series I Preferred Stock, whether
pursuant to its Redemption Right or Special Optional Redemption Right. If the Company elects to redeem shares of Series I Preferred Stock
that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of Series I
Preferred Stock shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption date $25.00
per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date.
The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change of Control
Conversion Date.
Notwithstanding anything to the contrary contained herein, no holder of shares of Series I Preferred Stock will be entitled to
convert such shares of Series I Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock would
cause the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or Constructive
Ownership (each as defined in Section 9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock
Ownership Limit (as defined in Section 9(a) hereof), or such other limit as permitted by the Board of Directors or a committee thereof pursuant to
Section 9(i) hereof.

Restrictions on Ownership and Transfer to Preserve Tax Benefit.
Definitions. For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have the
following meanings:
“Aggregate Stock Ownership Limit” has the meaning set forth in Article VI of the Charter.
“Beneficial Ownership” shall mean ownership of Series I Preferred Stock by a Person who is or would be treated as an owner
of such Series I Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall
have the correlative meanings.
“Capital Stock” has the meaning set forth in Article VI of the Charter.
“Charitable Beneficiary” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)
(vi) of these Articles Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)
(2) and 501(c)(3) of the Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any
successor provisions thereof as may be adopted from time to time.
“Constructive Ownership” shall mean ownership of Series I Preferred Stock by a Person who is or would be treated as an
owner of such Series I Preferred Stock either actually or constructively through the application of Section 318 of the Code, as
modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively
Owned” shall have the correlative meanings.
“Individual” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust
permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation
within the meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from
tax under Section 501(a) of the Code shall be excluded from this definition.
“IRS” means the United States Internal Revenue Service.
“Market Price” shall mean the last reported sales price reported on the NYSE of the Series I Preferred Stock on the Trading
Day immediately preceding the relevant date, or if the Series I Preferred Stock is not then traded on the NYSE, the last reported
sales price of the Series I Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any
exchange or quotation system over which the Series I Preferred Stock may be traded, or if the Series I Preferred Stock is not then
traded over any exchange or quotation system, the market price of the Series I Preferred Stock on the relevant date as determined
in good faith by the Board of Directors of the Company.
“Ownership Limit” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding
shares of Series I Preferred Stock of the Company. The number and value of shares of outstanding Series I Preferred Stock of the
Company shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes
hereof.
“Person” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust
qualified under Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include
an underwriter acting in a capacity as such in a public offering of shares of Series I Preferred Stock provided that the ownership of such
shares of Series I Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of
Section 856(h) of the Code, or otherwise result in the Company failing to qualify as a REIT.

“Purported Beneficial Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a
transfer to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the
Purported Record Transferee would have acquired or owned shares of Series I Preferred Stock for another Person who is the
beneficial transferee or beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“Purported Record Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a transfer
to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series I Preferred Stock if such
Transfer had been valid under Section 9(b)(i) of these Articles Supplementary.
“REIT” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“Restriction Termination Date” shall mean the first day after the date hereof on which the Board of Directors of the
Company determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“Trading Day” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not
quoted on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which
the Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the
principal other market on which the Common Stock is then traded or quoted.
“Transfer” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series I Preferred
Stock as well as any other event that causes any Person to Beneficially Own or Constructively Own Series I Preferred Stock, including
(i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series I Preferred Stock or
(ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series I
Preferred Stock), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or
Constructively (including but not limited to transfers of interests in other entities which result in changes in Beneficial or
Constructive Ownership of Series I Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“Trust” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.
“Trustee” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
Restriction on Ownership and Transfers.
Prior to the Restriction Termination Date, but subject to Section 9(l):
except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of
Series I Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series I
Preferred Stock that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such
Person Beneficially Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares
of Series I Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series I
Preferred Stock that, taking into account any other Capital Stock Constructively Owned by such Person, would result in
such Person Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;

no Person shall Beneficially Own or Constructively Own Series I Preferred Stock which, taking into account any other
Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company being
“closely held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT (including but
not limited to Beneficial or Constructive Ownership that would result in the Company owning (actually or Constructively) an
interest in a tenant that is described in Section 856(d)(2)
(B) of the Code if the income derived by the Company (either directly or indirectly through one or more subsidiaries) from such
tenant would cause the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).
If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any Person
Beneficially or Constructively Owning Series I Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then that
number of shares of Series I Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially
or Constructively Owning Series I Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series I Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series I Preferred Stock that, if
effective, would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series I Preferred Stock.
Transfers of Series I Preferred Stock in Trust.
Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series I Preferred
Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one or
more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles Supplementary.
Series I Preferred Stock held by the Trustee shall be issued and outstanding Series I Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series I Preferred Stock held by the Trustee.
The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held in trust
by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of Series I
Preferred Stock held in the Trust.
The Trustee shall have all voting rights and rights to dividends with respect to Series I Preferred Stock held in the Trust,
which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of the
Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series I Preferred Stock
have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid shall
be paid when due to the Trustee with respect to such Series I Preferred Stock. Any dividends or distributions so paid over to the Trustee
shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall have no
voting rights with respect to the Series I Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date the Series I
Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to rescind as void any
vote cast by a Purported Record Transferee with respect to such Series I Preferred Stock prior to the discovery by the Company that the Series
I Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of the Trustee acting for the
benefit of the Charitable Beneficiary; provided, however, that if the

Company has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote.
Notwithstanding any other provision of these Articles Supplementary to the contrary, until the Company has received notification that the
Series I Preferred Stock has been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other stockholder
records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and
otherwise conducting votes of stockholders.
Within 20 days of receiving notice from the Company that shares of Series I Preferred Stock have been transferred to
the Trust, the Trustee of the Trust shall sell the shares of Series I Preferred Stock held in the Trust to a Person, designated by the Trustee,
whose ownership of the shares of Series I Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale,
the interest of the Charitable Beneficiary in the shares of Series I Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds
of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The Purported Record
Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series I Preferred Stock in the
transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a purchase
of such shares of Series I Preferred Stock at Market Price, the Market Price of such shares of Series I Preferred Stock on the day of the
event which resulted in the transfer of such shares of Series I Preferred Stock to the Trust) and (B) the price per share received by the Trustee (net
of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series I Preferred Stock held in the
Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and distributions
which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee pursuant to
Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be immediately paid to the
Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the Company that shares of such
Series I Preferred Stock have been transferred to the Trustee, such shares of Series I Preferred Stock are sold by a Purported Record
Transferee then (1) such shares of Series I Preferred Stock shall be deemed to have been sold on behalf of the Trust and (2) to the extent
that the Purported Record Transferee received an amount for such shares of Series I Preferred Stock that exceeds the amount that such
Purported Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee upon demand.
Series I Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series I Preferred
Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series I Preferred Stock at Market Price, the Market Price of such shares of Series I Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series I Preferred Stock to the Trust) and (B) the Market Price on the date the
Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the amount
of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the
Trustee pursuant to Section 9(c)(iii). The Company shall have the right to accept such offer until the Trustee has sold the shares of Series I Preferred
Stock held in the Trust pursuant to Section 9(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares of
Series I Preferred Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record
Transferee and any dividends or other distributions held by the Trustee with respect to such Series I Preferred Stock shall thereupon be
paid to the Charitable Beneficiary.
By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series I Preferred Stock held in the Trust would not violate the restrictions set forth in Section
9(b)(i) in the hands of such Charitable Beneficiary.
Remedies For Breach. If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a Person
intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of attribution),
Beneficial Ownership or Constructive Ownership of any shares of Series I Preferred Stock of the Company in violation of Section 9(b) of these
Articles Supplementary, the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take such action as
it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem shares
of Series I Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting

proceedings to enjoin such Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or
Constructive Ownership or Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result
in the transfer to a Trust as described in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio
irrespective of any action (or non-action) by the Board of Directors.
Notice of Restricted Transfer. Any Person who acquires or attempts to acquire shares of Series I Preferred Stock in violation of
Section 9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust
results under Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall
provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or
attempted Transfer on the Company’s status as a REIT.
Owners Required To Provide Information. Prior to the Restriction Termination Date each Person who is a beneficial owner or Beneficial
Owner or Constructive Owner of Series I Preferred Stock and each Person (including the stockholder of record) who is holding Series I
Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that the
Company may request, in good faith, in order to determine the Company’s status as a REIT.
Remedies Not Limited. Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles Supplementary)
shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and
the interests of its stockholders by preservation of the Company’s status as a REIT.
Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these
Articles Supplementary). In the event Section 9 requires an action by the Board of Directors and these Articles Supplementary fail to provide
specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as
such action is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board of Directors (which the Board of
Directors may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 9(b)) acquired
Beneficial or Constructive Ownership of Series I Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply
first to the shares of Series I Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to
shares of Series I Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not
actually owned) by such Person, pro rata among the Persons who actually own such shares of Series I Preferred Stock based upon the
relative number of the shares of Series I Preferred Stock held by each such Person.
Exceptions.
Subject to Section 9(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Beneficially Owning shares of Series I Preferred Stock in violation of Section 9(b)(i)(A) if the Board of
Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate
Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
Subject to Section 9(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a Person
from the limitation on a Person Constructively Owning shares of Series I Preferred Stock in violation of Section 9(b)(i)(B), if the Board of
Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
Subject to Section 9(b)(i)(C) and the remainder of this Section 9(i)(iii), the Board of Directors may from time to time increase or
decrease the Ownership Limit; provided, however, that the decreased Ownership Limit will not be effective for any Person whose percentage
ownership of Series I Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person's percentage of Series I
Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series I Preferred Stock in excess of such
percentage ownership of Series I Preferred

Stock will be in violation of the Ownership Limit, and, provided further, that the new Ownership Limit would not allow five or fewer Persons to
Beneficially Own more than 49% in value of the outstanding capital stock of the Company.
In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board of Directors may require such Person to make
certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or
other action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series I Preferred
Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
9(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either
case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to
determine or ensure the Company's status as a REIT.
Legends. Each certificate for Series I Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO
DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK
BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH,
WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S
CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR
SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH
RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE
DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 6.350% SERIES I CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES 
I
PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS
AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES I PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES I PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS
MORE RESTRICTIVE) OF THE OUTSTANDING SERIES I PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES I PREFERRED STOCK THAT, TAKING INTO ACCOUNT
ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON,
WOULD RESULT IN SUCH PERSON BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN
EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES I PREFERRED STOCK THAT, TAKING INTO ACCOUNT
ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON,
WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF

THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iv) ANY TRANSFER OF SHARES
OF SERIES I PREFERRED STOCK THAT, IF EFFECTIVE, WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING
BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS WILL BE VOID AB INITIO AND THE INTENDED TRANSFEREE
WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES I PREFERRED STOCK. ANY PERSON WHO BENEFICIALLY OR
CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES I PREFERRED STOCK
WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES I PREFERRED
STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE
RESTRICTIONS ON TRANSFER OR OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE VIOLATED, THE SERIES I PREFERRED
STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE
TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE
COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN
ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER
EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF
CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID
AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES I
PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE
SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER
AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES I PREFERRED STOCK ON REQUEST AND WITHOUT
CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL
OFFICE.”
Severability. If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of
such provision shall be affected only to the extent necessary to comply with the determination of such court.
NYSE. Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE. The
shares of Series I Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 9 after
such settlement.
Applicability of Section 9. The provisions set forth in this Section 9 shall apply to the Series I Preferred Stock notwithstanding any
contrary provisions of the Series I Preferred Stock provided for elsewhere in these Articles Supplementary.
No Conversion Rights. The shares of Series I Preferred Stock shall not be convertible into or exchangeable for any other property or
securities of the Company or any other entity, except as otherwise provided herein.
Record Holders. The Company and its transfer agent may deem and treat the record holder of any Series I Preferred Stock as the true
and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the contrary.
No Maturity or Sinking Fund. The Series I Preferred Stock has no maturity date, and no sinking fund has been established for
the retirement or redemption of Series I Preferred Stock; provided, however, that the Series I Preferred Stock owned by a stockholder in excess
of the Ownership Limit or Aggregate Stock Ownership Limit shall be subject to the provisions of Section 5 and Section 9 of these Articles
Supplementary.
Exclusion of Other Rights. The Series I Preferred Stock shall not have any preferences or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set forth in the
Charter and these Articles Supplementary.

Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.
Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series I Preferred Stock set forth in the Charter and these Articles
Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other
rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of
Series I Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof shall,
nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series I Preferred Stock herein set forth shall be deemed dependent
upon any other provision thereof unless so expressed therein.
No Preemptive Rights. No holder of Series I Preferred Stock shall be entitled to any preemptive rights to subscribe for or acquire any
unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible into or carrying a
right to subscribe to or acquire shares of capital stock of the Company.
FOURTH: The Series I Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.
FIFTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by
law.
SIXTH: These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for
record.
SEVENTH: The undersigned Chief Executive Officer acknowledges these Articles Supplementary to be the corporate act of the
Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties
for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its
Chief Executive Officer as of the date first written above.
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein Name:A.
William Stein
Title: Chief Executive Officer
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Joshua A. Mills Name:
Joshua A. Mills
Title: Senior Vice President, General Counsel and Secretary
[Signature Page to Articles Supplementary]

DIGITAL REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the first two
sentences of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 375,000,000 shares of stock, consisting of 265,000,000 shares of Common Stock, $.01 par
value per share (“Common Stock”), and 110,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”).
The aggregate par value of all authorized shares of stock having par value is
$3,750,000.
SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the
foregoing amendment of the Charter was 285,000,000 shares of stock, consisting of 215,000,000 shares of Common Stock, $.01 par value per
share, and 70,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par
value was $2,850,000.
THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing
amendment of the Charter is 375,000,000 shares of stock, consisting of 265,000,000 shares of Common Stock, $.01 par value per share, and
110,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is
$3,750,000.
FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not
changed by the foregoing amendment of the Charter.
FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the
Corporation as required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the
stockholders of the Corporation.
SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to
all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its
behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 13th day of May, 2016.
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein Name:A.
William Stein
Title: Chief Executive Officer
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Andrew P. Power Name: Andrew
P. Power Title: Chief Financial Officer

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 9,200,000 SHARES OF
5.250% SERIES J CUMULATIVE REDEEMABLE PREFERRED STOCK
August 4, 2017
Digital Realty Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “Department”) that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “Board of Directors”) by Article V
of the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (as amended and supplemented to
date and as may be amended and supplemented from time to time, the “Charter”) and Section 2-105 of the Maryland General Corporation Law
(the “MGCL”), the Board of Directors, by resolutions duly adopted on July 30, 2017 has authorized the issuance, classification and designation of
a number of shares of the authorized but unissued preferred stock of the Company, par value $0.01 per share (“Preferred Stock”), as a separate
class of Preferred Stock, that, on the date of issue, has a liquidation value or aggregate offering price of up to $600,000,000 (plus up to an additional
15 % to cover any underwriter over- allotment option), and, pursuant to the powers contained in the Sixth Amended and Restated Bylaws (as
may be amended from time to time, the “Bylaws”) of the Company and the MGCL, delegated to the Pricing Committee of the Board of Directors
(the “Committee”), to the fullest extent permitted by the MGCL and the Charter and Bylaws of the Company, among other things, all powers of the
Board of Directors with respect to (i) setting the number of shares of the Preferred Stock to be classified and designated, provided that in
no event shall the liquidation value or aggregate offering price of such shares exceed $600,000,000 (plus up to an additional 15% to cover
any underwriter over-allotment option), (ii) choosing the cumulative dividend percentage for the Preferred Stock, (iii) selecting the dates on
which dividends will be paid on the Preferred Stock, (iv) establishing the price per share for the Preferred Stock, (v) authorizing, approving and
filing these Articles Supplementary with the Department and (vi) authorizing and approving all such other actions as the Committee may deem
necessary or desirable in connection with the classification, authorization, issuance, offer, and sale of the Preferred Stock.
SECOND: The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class
of Preferred Stock to be known as the “5.250% Series J Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 5.250% Series J Cumulative Redeemable Preferred Stock, and authorizing the issuance of up
to 8,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 5.250% Series J Cumulative Redeemable
Preferred Stock.
THIRD: The designation, number of shares, preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of the separate
class of Preferred Stock of the Company designated as the 5.250% Series J Cumulative Redeemable Preferred Stock are as follows, which upon
any restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes
to the enumeration or lettering of Sections or subsections thereof:
Section 1. Designation and Number. A series of Preferred Stock, designated the “5.250% Series J Cumulative Redeemable Preferred Stock”
(the “Series J Preferred Stock”), is hereby established. The number of shares of Series J Preferred Stock shall be 9,200,000.
Section 2. Rank. The Series J Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company, rank: (a) senior to all classes or series of the Company’s common stock, par value
$0.01 per share (the “Common Stock”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding
expressly designated as ranking junior to the Series J Preferred Stock as to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company; (b) on parity with the Series G Cumulative Redeemable Preferred Stock, par value
$0.01 per share, the Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the Series I Cumulative Redeemable Preferred
Stock, par value $0.01 per share, of the Company, and with any class or series of capital stock of the Company expressly designated as ranking
on parity with

the Series J Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the
Company; and (c) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series J
Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. The
term “capital stock” does not include convertible or exchangeable debt securities, which will rank senior to the Series J Preferred Stock prior
to conversion or exchange. The Series J Preferred Stock will also rank junior in right of payment to the Company’s existing and future debt
obligations.
Section 3. Dividends.
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series
J Preferred Stock as to dividends, the holders of shares of the Series J Preferred Stock shall be entitled to receive, when, as and if
authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative
cash dividends at the rate of 5.250% per annum of the $25.00 liquidation preference per share of the Series J Preferred Stock (equivalent to a
fixed annual amount of $1.3125 per share of the Series J Preferred Stock). Such dividends shall accrue and be cumulative from and including the
first date on which any shares of Series J Preferred Stock are issued (the “Original Issue Date”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing December 29, 2017; provided, however, that if any Dividend Payment Date is not a
Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be
paid, at the Company’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums
shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend
payable on the Series J Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on the basis
of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder
records of the Company at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any
provision to the contrary contained herein, each outstanding share of Series J Preferred Stock shall be entitled to receive a dividend with
respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series J Preferred Stock that is
outstanding on such date. “Dividend Record Date” shall mean the date designated by the Board of Directors for the payment of dividends
that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “Dividend Payment Date” shall mean the
last calendar day of each March, June, September and December, commencing on December 29, 2017. “Dividend Period” shall mean the
respective periods commencing on and including the first day of January, April, July and October of each year and ending on and including
the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period, which shall commence on the
Original Issue Date and end on and include December 31, 2017, and other than the Dividend Period during which any shares of Series J Preferred
Stock shall be redeemed pursuant to Section 5 or Section 6 hereof, which shall end on and include the day preceding the redemption
date with respect to the shares of Series J Preferred Stock being redeemed).
The term “Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series J Preferred Stock shall accrue whether or not the
Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such
dividends are authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment,
and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of
Common Stock or shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the
Series J Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock
ranking junior to the Series J Preferred Stock as to payment of dividends and the distribution of assets upon the Company’s liquidation,
dissolution or winding up) for any period, nor shall any shares of Common Stock or any other shares of any other class or series of
capital stock of the Company ranking, as to payment of dividends and the distribution of assets upon the Company’s liquidation,
dissolution or winding up, on parity with or junior to the Series J Preferred Stock be redeemed, purchased or otherwise acquired for any
consideration, nor shall any funds be paid or made available for a sinking fund for the redemption of such shares, and no other
distribution of cash or other property may be made, directly or indirectly, on or with respect thereto by the Company (except by
conversion into or exchange for other shares of any class or series of capital stock of the Company ranking junior to the Series J
Preferred Stock as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, and
except for the

acquisition of shares made pursuant to the provisions of Article VI of the Charter or Section 9 hereof), unless full cumulative dividends on
the Series J Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii)
declared and a sum sufficient for the payment thereof in cash is set apart for such payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series J Preferred Stock and
the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series J Preferred Stock, all dividends
declared upon the Series J Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with
the Series J Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series J Preferred Stock and such
other class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series J Preferred
Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on such other
class or series of capital stock for prior Dividend Periods if such other class or series of capital stock does not have a cumulative dividend)
bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on
the Series J Preferred Stock which may be in arrears.
(e) Holders of shares of Series J Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
capital stock, in excess of full cumulative dividends on the Series J Preferred Stock as provided herein. Any dividend payment made on the Series
J Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain
payable. Accrued but unpaid dividends on the Series J Preferred Stock will accumulate as of the Dividend Payment Date on which they first
become payable.
Section 4. Liquidation Preference.
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution or payment shall be
made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series J Preferred Stock, the holders of
shares of Series J Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to its
stockholders, after payment of or provision for the debts and other liabilities of the Company and, subject to compliance with section 7(f)(i)
of these Articles Supplementary, any class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, senior to the Series J Preferred Stock, a liquidation preference of $25.00 per share,
plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date of payment.
In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series J Preferred Stock and the corresponding
amounts payable on all shares of other classes or series of capital stock of the Company ranking, as to rights upon the Company’s liquidation,
dissolution or winding up, on parity with the Series J Preferred Stock in the distribution of assets, then the holders of the Series J Preferred
Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution
or winding up, on parity with the Series J Preferred Stock shall share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation,
dissolution or winding up of the Company, stating the payment date or dates when, and the place or places where, the amounts distributable
in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 or more than 60 days prior to the
payment date stated therein, to each record holder of shares of Series J Preferred Stock at the respective addresses of such holders as the
same shall appear on the stock transfer records of the Company. After payment of the full amount of the liquidating distributions to
which they are entitled, the holders of Series J Preferred Stock will have no right or claim to any of the remaining assets of the Company. The
consolidation or merger of the Company with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or
conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a liquidation,
dissolution or winding up of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company
were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series J Preferred
Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption.
(a) Shares of Series J Preferred Stock shall not be redeemable prior to August 7, 2022 except as set forth in Section 6 hereof or to
preserve the status of the Company as a REIT (as defined in Section 9(a) hereof) for United States

federal income tax purposes. In addition, the Series J Preferred Stock shall be subject to the provisions of Section 9 hereof pursuant to
which Series J Preferred Stock owned by a stockholder in excess of the Ownership Limit (as defined in Section 9(a) hereof) shall
automatically be transferred to a Trust (as defined in Section 9(a) hereof) for the exclusive benefit of a Charitable Beneficiary (as defined in Section
9(a) hereof).
(b) On and after August 7, 2022, the Company, at its option, upon not fewer than 30 or more than 60 days’ written notice, may redeem the
Series J Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of
$25.00 per share, plus all accrued and unpaid dividends (whether or not authorized or declared) thereon up to but not including the date
fixed for redemption, without interest, to the extent the Company has funds legally available therefor (the “Redemption Right”). If fewer than all of
the outstanding shares of Series J Preferred Stock are to be redeemed, the shares of Series J Preferred Stock to be redeemed shall be redeemed
pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the Company. If redemption is to be by lot
and, as a result, any holder of shares of Series J Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership
(each as defined in Section 9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership
Limit (as defined in Section 9(a) hereof), or such other limit as permitted by the Board of Directors or a committee thereof pursuant to
Section 9(i) hereof, because such holder’s shares of Series J Preferred Stock were not redeemed, or were only redeemed in part, then, except
as otherwise provided in the Charter, the Company shall redeem the requisite number of shares of Series J Preferred Stock of such holder
such that no holder will hold an amount of Series J Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption.
Holders of Series J Preferred Stock to be redeemed shall surrender such Series J Preferred Stock at the place, or in accordance with the book-
entry procedures, designated in such notice and shall be entitled to the redemption price of $25.00 per share and any accrued and unpaid
dividends payable upon such redemption following such surrender. If (i) notice of redemption of any shares of Series J Preferred Stock has
been given (in the case of a redemption of the Series J Preferred Stock other than to preserve the status of the Company as a REIT), (ii) the
funds necessary for such redemption have been set aside by the Company in trust for the benefit of the holders of any shares of Series J
Preferred Stock so called for redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and
unpaid dividends, then from and after the redemption date, dividends shall cease to accrue on such shares of Series J Preferred Stock, such shares
of Series J Preferred Stock shall no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to
receive the redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative
dividends on the Series J Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in
cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the
Company’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series J Preferred Stock at such
price or prices as the Company may determine, subject to the provisions of applicable law, including the repurchase of shares of Series J
Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(c) In the event of any redemption of the Series J Preferred Stock in order to preserve the status of the Company as a REIT for
United States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section
5 of these Articles Supplementary. If the Company calls for redemption of any shares of Series J Preferred Stock pursuant to and in accordance
with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to $25.00 per share together with all
accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on the Series J Preferred Stock for all past Dividend Periods shall have been or contemporaneously
are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of
Series J Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all
outstanding shares of Series J Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly or
indirectly any shares of Series J Preferred Stock or any class or series of capital stock of the Company ranking, as to payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the Series J Preferred Stock
(except by conversion into or exchange for shares of capital stock of the Company ranking, as to payment of dividends and the distribution
of assets upon liquidation, dissolution or winding up of the Company, junior to the Series J Preferred Stock); provided, however, that the foregoing
shall not prevent the purchase of Series J Preferred Stock, or any other class or series of capital stock of the Company ranking, as to
payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the
Series J Preferred Stock, by the Company in accordance with the terms of Sections 5(c) and 9 of these Articles Supplementary or otherwise, in order
to ensure that the Company remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of Series J
Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series J Preferred
Stock.

(e) Notice of redemption pursuant to the Redemption Right will be mailed by the Company, postage prepaid, not fewer than 30 or
more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series J Preferred Stock to be redeemed
at their respective addresses as they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect the
validity of the proceedings for the redemption of any Series J Preferred Stock except as to the holder to whom such notice was defective or not
given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series J Preferred Stock may be
listed or admitted to trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series J
Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series J Preferred Stock are to
be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series J Preferred Stock for
payment of the redemption price; (vi) that dividends on the shares of Series J Preferred Stock to be redeemed will cease to accumulate on
such redemption date; and (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon
presentation and surrender of such Series J Preferred Stock. If fewer than all of the shares of Series J Preferred Stock held by any holder are to
be redeemed, the notice mailed to such holder shall also specify the number of shares of Series J Preferred Stock held by such holder to be
redeemed. Notwithstanding anything else to the contrary in these Articles Supplementary, the Company shall not be required to provide notice to
the holder of Series J Preferred Stock in the event such holder’s Series J Preferred Stock is redeemed in accordance with Sections 5(c) and 9
of these Articles Supplementary to preserve the Company’s status as a REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder
of Series J Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares
on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date,
and each holder of Series J Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after
the end of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided
herein, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series J Preferred Stock for
which a notice of redemption has been given.
(g) All shares of the Series J Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
(h) The Series J Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided, however, that the Series J Preferred Stock owned by a stockholder in excess of the applicable ownership limit shall be subject to
the provisions of this Section 5 and Section 9 of these Articles Supplementary.
Section 6. Special Optional Redemption by the Company.
(a) Upon the occurrence of a Change of Control (as defined below), the Company will have the option upon written notice
mailed by the Company, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the
holders of record of shares of the Series J Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer
records of the Company, to redeem shares of the Series J Preferred Stock, in whole or in part within 120 days after the first date on which
such Change of Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the
redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall
affect the validity of the proceedings for the redemption of any shares of Series J Preferred Stock except as to the holder to whom notice was
defective or not given. If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of
redemption with respect to the Series J Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption
Right), the holders of shares of Series J Preferred Stock will not have the conversion right described below in Section 8 of these Articles
Supplementary.
A “Change of Control” is when, after the original issuance of the Series J Preferred Stock, the following have occurred and
are continuing:
(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly,
through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of
the Company entitling that person to exercise more than 50% of

the total voting power of all stock of the Company entitled to vote generally in the election of the Company’s directors (except that such
person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving entity
has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange
(the “NYSE”), the NYSE MKT LLC (the “NYSE MKT”), or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an exchange or
quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series J Preferred Stock may
be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series J
Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series J Preferred Stock are to be
surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series J Preferred Stock for payment of
the redemption price; (vi) that dividends on the shares of Series J Preferred Stock to be redeemed will cease to accumulate on the redemption
date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of
such Series J Preferred Stock; (viii) that the shares of Series J Preferred Stock are being redeemed pursuant to the Special Optional
Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions
constituting such Change of Control; and (ix) that holders of the shares of Series J Preferred Stock to which the notice relates will not be
able to tender such shares of Series J Preferred Stock for conversion in connection with the Change of Control and each share of Series J
Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on
the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series J
Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series J
Preferred Stock held by such holder to be redeemed.
If fewer than all of the outstanding shares of Series J Preferred Stock are to be redeemed, the shares of Series J Preferred
Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined
by the Company. If such redemption pursuant to the Special Optional Redemption Right is to be by lot and, as a result, any holder of shares of
Series J Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a) hereof)
in excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership Limit (as defined in Section 9(a)
hereof), or such limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(i) hereof, because such holder’s shares
of Series J Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the Charter, the Company
shall redeem the requisite number of shares of Series J Preferred Stock of such holder such that no holder will hold an amount of Series J
Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption.
(c) If the Company has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside
sufficient funds for the redemption in trust for the benefit of the holders of the Series J Preferred Stock called for redemption, then from and after
the redemption date, those shares of Series J Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue
and all other rights of the holders of those shares of Series J Preferred Stock will terminate. The holders of those shares of Series J Preferred
Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the
redemption date, without interest. So long as full cumulative dividends on the Series J Preferred Stock for all past Dividend Periods shall have
been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set
apart for payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a
private sale, all or any part of the Series J Preferred Stock at such price or prices as the Company may determine, subject to the provisions of
applicable law, including the repurchase of shares of Series J Preferred Stock in open-market transactions duly authorized by the Board of
Directors.
(d) The holders of Series J Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend
payable with respect to the Series J Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the
Series J Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding
Dividend Payment Date or the Company’s default in the payment of the dividend due. Except as provided herein, the Company shall
make no payment or allowance for unpaid dividends, whether or

not in arrears, on Series J Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series J Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
Section 7. Voting Rights.
(a) Holders of the Series J Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
(b) Whenever dividends on any shares of Series J Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “Preferred Dividend Default”), the holders of such Series J Preferred Stock (voting separately as a class together with
holders of all other classes or series of preferred stock of the Company ranking on parity with the Series J Preferred Stock with respect to payment
of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up and upon which like voting rights have
been conferred and are exercisable (“Parity Preferred”), including the Series G Cumulative Redeemable Preferred Stock, par value $0.01 per
share, the Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the Series I Cumulative Redeemable Preferred Stock,
par value $0.01 per share, of the Company) shall be entitled to vote for the election of a total of two additional directors of the Company (the
“Preferred Directors”) until all dividends accumulated on such Series J Preferred Stock and Parity Preferred for the past Dividend Periods
shall have been fully paid. In such case, the entire Board of Directors will be increased by two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualifies or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A)
a special meeting called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the Company’s
next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days
of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of
stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series J Preferred Stock and each such
class or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series J Preferred Stock shall be considered
timely made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not
be any prior quarterly Dividend Periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon
written request of holders of record of at least 10% of the outstanding shares of Series J Preferred Stock and Parity Preferred, a special meeting of
the holders of Series J Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a
notice of such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for
determining holders of the Series J Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the
close of business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of
the holders of the Series J Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or
series will be entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series J Preferred
Stock and Parity Preferred are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not
cumulatively. The holder or holders of one-third of the Series J Preferred Stock and Parity Preferred voting as a single class then
outstanding, present in person or by proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise
provided by law. Notice of all meetings at which holders of the Series J Preferred Stock and the Parity Preferred shall be entitled to vote
will be given to such holders at their addresses as they appear in the transfer records. At any such meeting or adjournment thereof in the absence of
a quorum, subject to the provisions of any applicable law, a majority of the holders of the Series J Preferred Stock and Parity Preferred
voting as a single class present in person or by proxy shall have the power to adjourn the meeting for the election of the Preferred Directors, without
notice other than an announcement at the meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of a
special meeting has been given but before such special meeting has been held, the Company shall, as soon as practicable after such
termination, mail or cause to be mailed notice of such termination to holders of the Series J Preferred Stock and the Parity Preferred that
would have been entitled to vote at such special meeting.

(e) If and when all accumulated dividends on such Series J Preferred Stock and all classes or series of Parity Preferred for the past
Dividend Periods shall have been fully paid, the right of the holders of Series J Preferred Stock and the Parity Preferred to elect such additional
two directors shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the term of office of
each Preferred Director so elected shall terminate and the entire Board of Directors shall be reduced accordingly. Any Preferred Director may
be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a
majority of the outstanding Series J Preferred Stock and the Parity Preferred entitled to vote thereon when they have the voting rights set
forth in Section 7(b) hereof (voting as a single class). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a
Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the
holders of record of a majority of the outstanding Series J Preferred Stock when they have the voting rights described above (voting as a
single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be entitled to one vote on any matter.
(f) So long as any shares of Series J Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds
of the shares of Series J Preferred Stock and each other class or series of Parity Preferred outstanding at the time, given in person or by proxy,
either in writing or at a meeting (voting together as a single class) will be required to: (i) authorize, create or issue, or increase the number of
authorized or issued shares of, any class or series of capital stock ranking senior to the Series J Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company (collectively, “Senior Capital Stock”) or
reclassify any authorized shares of capital stock of the Company into such capital stock, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such Senior Capital Stock; or (ii) amend, alter or repeal the provisions of the Charter,
including the terms of the Series J Preferred Stock, whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or
otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting power of the Series J Preferred Stock;
provided however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series J Preferred Stock
remains outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of an Event set forth in
(ii) above, the Company may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting power of Series J Preferred Stock, and in such case such holders shall not have any
voting rights with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the holders of the Series J Preferred
Stock receive the greater of the full trading price of the Series J Preferred Stock on the date of an Event set forth in (ii) above or the $25.00
liquidation preference per share of the Series J Preferred Stock pursuant to the occurrence of any of the Events set forth in (ii) above,
then such holders shall not have any voting rights with respect to the Events set forth in (ii) above. If any Event set forth in (ii) above would
materially and adversely affect the rights, preferences, privileges or voting powers of the Series J Preferred Stock disproportionately relative to
other classes or series of Parity Preferred, the affirmative vote of the holders of at least two-thirds of the outstanding shares of the Series
J Preferred Stock, voting separately as a class, will also be required. Holders of shares of Series J Preferred Stock shall not be entitled to vote
with respect to (A) any increase in the total number of authorized shares of Common Stock or Preferred Stock of the Company, or (B) any
increase in the number of authorized shares of Series J Preferred Stock or the creation or issuance of any other class or series of capital
stock, or (C) any increase in the number of authorized shares of any other class or series of capital stock, in each case referred to in
clause (A), (B) or (C) above ranking on parity with or junior to the Series J Preferred Stock with respect to the payment of dividends and
the distribution of assets upon liquidation, dissolution or winding up of the Company. Except as set forth herein, holders of the Series J
Preferred Stock shall not have any voting rights with respect to, and the consent of the holders of the Series J Preferred Stock shall not be
required for, the taking of any corporate action, including an Event, regardless of the effect that such corporate action or Event may have
upon the powers, preferences, voting power or other rights or privileges of the Series J Preferred Stock.
(g) The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding shares of Series J Preferred Stock shall have been redeemed or called for redemption
upon proper notice pursuant to these Articles Supplementary, and sufficient funds, in cash, shall have been deposited in trust to effect
such redemption.
(h) In any matter in which the Series J Preferred Stock may vote (as expressly provided herein), each share of Series J Preferred Stock shall
be entitled to one vote per $25.00 of liquidation preference.
Section 8. Conversion. The shares of Series J Preferred Stock are not convertible into or exchangeable for any other property or
securities of the Company, except as provided in this Section 8.
(a) Upon the occurrence of a Change of Control, each holder of shares of Series J Preferred Stock shall have the right, unless, prior
to the Change of Control Conversion Date, the Company has provided or provides notice of its election to

redeem the Series J Preferred Stock pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the
Series J Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number
of shares of Common Stock per share of Series J Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to
the lesser of (A) the quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series J Preferred
Stock to be converted plus (y) the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date
(unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in
which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price (as
defined herein) and (B) 0.42521 (the “Share Cap”), subject to the immediately succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the
Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i)
the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock
outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding
immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock
(or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change
of Control Conversion Right shall not exceed 3,401,680 shares of Common Stock (or equivalent Alternative Conversion Consideration, as
applicable), subject to increase to the extent the underwriters’ option to purchase additional shares of Series J Preferred Stock in the initial
public offering of Series J Preferred Stock is exercised, not to exceed 3,911,932 shares of Common Stock in total (or equivalent Alternative
Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits
on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other
property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series J Preferred Stock
shall receive upon conversion of such shares of Series J Preferred Stock the kind and amount of Alternative Form Consideration which such holder
would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to
the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion
Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a
Change of Control, shall be referred to herein as the “Conversion Consideration”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in
the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by
holders of a majority of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality
of the Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and
will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions
applicable to any portion of the consideration payable in the Change of Control.
The “Change of Control Conversion Date” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such notice
pursuant to Section 8(c).
The “Common Stock Price” shall be (i) if the consideration to be received in the Change of Control by the holders of
Common Stock is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the
Change of Control by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common
Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of
the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including,
the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then
traded, or (y) the average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or
similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the
Common Stock is not then listed for trading on a U.S. securities exchange.

(b) No fractional shares of Common Stock shall be issued upon the conversion of Series J Preferred Stock. In lieu of fractional shares,
holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c) Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the
resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series J Preferred Stock at their addresses
as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. No failure to give such
notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series J
Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the
Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series J Preferred Stock may exercise
their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control
Conversion Date; (vi) that if, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to
redeem all or any portion of the Series J Preferred Stock, the holder will not be able to convert shares of Series J Preferred Stock designated for
redemption and such shares of Series J Preferred Stock shall be redeemed on the related redemption date, even if they have already been
tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative
Conversion Consideration entitled to be received per share of Series J Preferred Stock; (viii) the name and address of the paying agent and
the conversion agent; and (ix) the procedures that the holders of Series J Preferred Stock must follow to exercise the Change of Control
Conversion Right.
(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series J Preferred Stock.
(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series J Preferred Stock shall be required to deliver,
on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of Series J
Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s transfer
agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series J Preferred Stock to be converted; and (iii) that the shares of Series J Preferred Stock are to be converted pursuant
to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series J Preferred Stock are held
in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“DTC”).
(f) Holders of Series J Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part)
by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the Change of
Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series J Preferred Stock; (ii) if certificated
shares of Series J Preferred Stock have been issued, the certificate numbers of the shares of withdrawn Series J Preferred Stock; and (iii) the
number of shares of Series J Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares
of Series J Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC.
(g) Shares of Series J Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for
which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in
accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of
Control Conversion Date, the Company has provided or provides notice of its election to redeem such shares of Series J Preferred Stock,
whether pursuant to its Redemption Right or Special Optional Redemption Right. If the Company elects to redeem shares of Series J
Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such
shares of Series J Preferred Stock shall not be so converted and the holders of such shares shall be entitled to receive on the applicable
redemption date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date.
(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change
of Control Conversion Date.

(i) Notwithstanding anything to the contrary contained herein, no holder of shares of Series J Preferred Stock will be entitled to
convert such shares of Series J Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock
would cause the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or
Constructive Ownership (each as defined in Section 9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the
Aggregate Stock Ownership Limit (as defined in Section 9(a) hereof), or such other limit as permitted by the Board of Directors or a committee
thereof pursuant to Section 9(i) hereof.
Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit.
(a) Definitions. For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have
the following meanings:
“Aggregate Stock Ownership Limit” has the meaning set forth in Article VI of the Charter.
“Beneficial Ownership” shall mean ownership of Series J Preferred Stock by a Person who is or would be treated as an owner
of such Series J Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall
have the correlative meanings.
“Capital Stock” has the meaning set forth in Article VI of the Charter.
“Charitable Beneficiary” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)
(vi) of these Articles Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)
(2) and 501(c)(3) of the Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any
successor provisions thereof as may be adopted from time to time.
“Constructive Ownership” shall mean ownership of Series J Preferred Stock by a Person who is or would be treated as an
owner of such Series J Preferred Stock either actually or constructively through the application of Section 318 of the Code, as
modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively
Owned” shall have the correlative meanings.
“Individual” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust
permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation
within the meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from
tax under Section 501(a) of the Code shall be excluded from this definition.
“IRS” means the United States Internal Revenue Service.
“Market Price” shall mean the last reported sales price reported on the NYSE of the Series J Preferred Stock on the Trading
Day immediately preceding the relevant date, or if the Series J Preferred Stock is not then traded on the NYSE, the last reported
sales price of the Series J Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any
exchange or quotation system over which the Series J Preferred Stock may be traded, or if the Series J Preferred Stock is not
then traded over any exchange or quotation system, the market price of the Series J Preferred Stock on the relevant date as
determined in good faith by the Board of Directors of the Company.
“Ownership Limit” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding
shares of Series J Preferred Stock of the Company. The number and value of shares of outstanding Series J Preferred Stock of the
Company shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes
hereof.
“Person” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust
qualified under Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include
an underwriter acting in a capacity as such in a public offering of shares of Series J Preferred Stock provided that the ownership of
such shares of Series J Preferred Stock by such underwriter would


not result in the Company being “closely held” within the meaning of Section 856(h) of the Code, or otherwise result in the
Company failing to qualify as a REIT.
“Purported Beneficial Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a
transfer to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the
Purported Record Transferee would have acquired or owned shares of Series J Preferred Stock for another Person who is the
beneficial transferee or beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“Purported Record Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a transfer
to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series J Preferred Stock if such
Transfer had been valid under Section 9(b)(i) of these Articles Supplementary.
“REIT” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“Restriction Termination Date” shall mean the first day after the date hereof on which the Board of Directors of the
Company determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“Trading Day” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not
quoted on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which
the Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the
principal other market on which the Common Stock is then traded or quoted.
“Transfer” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series J Preferred
Stock as well as any other event that causes any Person to Beneficially Own or Constructively Own Series J Preferred Stock, including
(i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series J Preferred Stock or
(ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series J
Preferred Stock), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or
Constructively (including but not limited to transfers of interests in other entities which result in changes in Beneficial or
Constructive Ownership of Series J Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“Trust” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.
“Trustee” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers.
(i)Prior to the Restriction Termination Date, but subject to Section 9(l):
(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of
Series J Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series J
Preferred Stock that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person
Beneficially Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares
of Series J Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series J
Preferred Stock that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such
Person Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;

(C) no Person shall Beneficially Own or Constructively Own Series J Preferred Stock which, taking into account any
other Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company
being “closely held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT
(including but not limited to Beneficial or Constructive Ownership that would result in the Company owning (actually or
Constructively) an interest in a tenant that is described in Section 856(d)(2)
(B) of the Code if the income derived by the Company (either directly or indirectly through one or more subsidiaries) from such
tenant would cause the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any
Person Beneficially or Constructively Owning Series J Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then that
number of shares of Series J Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially
or Constructively Owning Series J Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series J Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series J Preferred Stock that, if
effective, would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series J Preferred Stock.
(c) Transfers of Series J Preferred Stock in Trust.
(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such
Series J Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit
of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the
Business Day prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles
Supplementary.
(ii)Series J Preferred Stock held by the Trustee shall be issued and outstanding Series J Preferred Stock of the
Company. The Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series J Preferred Stock
held by the Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any
shares held in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to
the shares of Series J Preferred Stock held in the Trust.
(iii)The Trustee shall have all voting rights and rights to dividends with respect to Series J Preferred Stock held in the
Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on
behalf of the Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series J
Preferred Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but
unpaid shall be paid when due to the Trustee with respect to such Series J Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall
have no voting rights with respect to the Series J Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date
the Series J Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to
rescind as void any vote cast by a Purported Record Transferee with respect to such Series J Preferred Stock prior to the discovery by the
Company that the Series J Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of
the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible corporate
action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles
Supplementary to the contrary, until the Company has received notification that the Series J Preferred Stock has been transferred into a Trust,
the Company shall be entitled to rely on its share

transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and
authority of proxies and otherwise conducting votes of stockholders.
(iv) Within 20 days of receiving notice from the Company that shares of Series J Preferred Stock have been transferred to
the Trust, the Trustee of the Trust shall sell the shares of Series J Preferred Stock held in the Trust to a Person, designated by the Trustee,
whose ownership of the shares of Series J Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such
sale, the interest of the Charitable Beneficiary in the shares of Series J Preferred Stock sold shall terminate and the Trustee shall distribute
the net proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv).
The Purported Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series
J Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did
not involve a purchase of such shares of Series J Preferred Stock at Market Price, the Market Price of such shares of Series J Preferred
Stock on the day of the event which resulted in the transfer of such shares of Series J Preferred Stock to the Trust) and (B) the price per
share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series
J Preferred Stock held in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of
dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to
the Trustee pursuant to Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee
shall be immediately paid to the Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery
by the Company that shares of such Series J Preferred Stock have been transferred to the Trustee, such shares of Series J Preferred Stock
are sold by a Purported Record Transferee then (1) such shares of Series J Preferred Stock shall be deemed to have been sold on behalf of the
Trust and (2) to the extent that the Purported Record Transferee received an amount for such shares of Series J Preferred Stock that exceeds the
amount that such Purported Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee
upon demand.
(v) Series J Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series J Preferred
Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series J Preferred Stock at Market Price, the Market Price of such shares of Series J Preferred Stock on the day
of the event which resulted in the transfer of such shares of Series J Preferred Stock to the Trust) and (B) the Market Price on the date the
Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the
amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record
Transferee to the Trustee pursuant to Section 9(c)
(iii). The Company shall have the right to accept such offer until the Trustee has sold the shares of Series J Preferred Stock held in the Trust
pursuant to Section 9(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares of Series J Preferred Stock sold
shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and any dividends or other
distributions held by the Trustee with respect to such Series J Preferred Stock shall thereupon be paid to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the
Charitable Beneficiary of the interest in the Trust such that the Series J Preferred Stock held in the Trust would not violate the restrictions set
forth in Section 9(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach. If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any
time determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series J Preferred Stock of the Company in violation of Section
9(b) of these Articles Supplementary, the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take
such action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to
redeem shares of Series J Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings
to enjoin such Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive
Ownership or Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result in the transfer
to a Trust as described in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio irrespective of any
action (or non-action) by the Board of Directors.
(e) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire shares of Series J Preferred Stock in violation of Section
9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee

such that an automatic transfer to a Trust results under Section 9(b)(ii) of these Articles Supplementary, shall immediately give written
notice to the Company of such event and shall provide to the Company such other information as the Company may request in order to
determine the effect, if any, of such Transfer or attempted Transfer on the Company’s status as a REIT.
(f) Owners Required To Provide Information. Prior to the Restriction Termination Date each Person who is a beneficial owner or
Beneficial Owner or Constructive Owner of Series J Preferred Stock and each Person (including the stockholder of record) who is holding
Series J Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that
the Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited. Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles
Supplementary) shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect
the Company and the interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these
Articles Supplementary). In the event Section 9 requires an action by the Board of Directors and these Articles Supplementary fail to provide
specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as
such action is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board of Directors (which the Board of
Directors may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 9(b)) acquired
Beneficial or Constructive Ownership of Series J Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply
first to the shares of Series J Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to
shares of Series J Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not
actually owned) by such Person, pro rata among the Persons who actually own such shares of Series J Preferred Stock based upon the
relative number of the shares of Series J Preferred Stock held by each such Person.
(i)Exceptions.
(i)Subject to Section 9(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Beneficially Owning shares of Series J Preferred Stock in violation of Section 9(b)(i)(A) if the
Board of Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the
Aggregate Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 9(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Constructively Owning shares of Series J Preferred Stock in violation of Section 9(b)(i)(B), if the
Board of Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii)Subject to Section 9(b)(i)(C) and the remainder of this Section 9(i)(iii), the Board of Directors may from time to time
increase or decrease the Ownership Limit; provided, however, that the decreased Ownership Limit will not be effective for any Person whose
percentage ownership of Series J Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person's percentage of
Series J Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series J Preferred Stock in excess of
such percentage ownership of Series J Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new Ownership
Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the Company.
(iv) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board of Directors may require such Person to
make certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or
other action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series J Preferred
Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
9(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either
case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to
determine or ensure the Company's status as a REIT.


(j)Legends. Each certificate for Series J Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO
DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK
BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH,
WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S
CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR
SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES
OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS
AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 5.250% SERIES J CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES J
PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS
AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES J PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES J PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS
MORE RESTRICTIVE) OF THE OUTSTANDING SERIES J PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES J PREFERRED STOCK THAT, TAKING INTO ACCOUNT
ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON,
WOULD RESULT IN SUCH PERSON BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN
EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY
OR CONSTRUCTIVELY OWN SHARES OF SERIES J PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER
CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN
THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY
TO FAIL TO QUALIFY AS A REIT; AND (iv) ANY TRANSFER OF SHARES OF SERIES J PREFERRED STOCK THAT, IF
EFFECTIVE, WOULD RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER
THAN 100 PERSONS WILL BE VOID AB INITIO AND THE INTENDED TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH
SHARES OF SERIES J PREFERRED STOCK. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR
ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES J PREFERRED STOCK WHICH CAUSES OR WILL
CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES J PREFERRED STOCK IN EXCESS OF THE
ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR
OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE VIOLATED, THE SERIES J PREFERRED STOCK REPRESENTED HEREBY IN
EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE
BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON
THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF
DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS
DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS

IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND
WHICH ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES J PREFERRED STOCK SHALL HAVE THE
MEANINGS ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO
TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO
EACH HOLDER OF SERIES J PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY
MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability. If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal or
state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications
of such provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE. Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE.
The shares of Series J Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section
9 after such settlement.
(m) Applicability of Section 9. The provisions set forth in this Section 9 shall apply to the Series J Preferred Stock notwithstanding any
contrary provisions of the Series J Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10. No Conversion Rights. The shares of Series J Preferred Stock shall not be convertible into or exchangeable for any
other property or securities of the Company or any other entity, except as otherwise provided herein.
Section 11. Record Holders. The Company and its transfer agent may deem and treat the record holder of any Series J Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
Section 12. No Maturity or Sinking Fund. The Series J Preferred Stock has no maturity date, and no sinking fund has been
established for the retirement or redemption of Series J Preferred Stock; provided, however, that the Series J Preferred Stock owned by a
stockholder in excess of the Ownership Limit or Aggregate Stock Ownership Limit shall be subject to the provisions of Section 5 and Section
9 of these Articles Supplementary.
Section 13. Exclusion of Other Rights. The Series J Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
Section 14. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
Section 15. Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series J Preferred Stock set forth in the Charter and these Articles
Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or
other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of
Series J Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof
shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series J Preferred Stock herein set forth shall be deemed
dependent upon any other provision thereof unless so expressed therein.
Section 16. No Preemptive Rights. No holder of Series J Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH: The Series J Preferred Stock have been classified and designated by the Board of Directors under the authority contained in the
Charter.
FIFTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by
law.


SIXTH: These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for
record.
SEVENTH: The undersigned Chief Executive Officer acknowledges these Articles Supplementary to be the corporate act of the
Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties
for perjury.
IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief
Executive Officer as of the date first written above.
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein Name:A.
William Stein
Title: Chief Executive Officer
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Jeannie Lee Name:
Jeannie Lee
Title: Vice President, Associate General Counsel
[Signature Page to Articles Supplementary]

DIGITAL REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY
8,050,000 Shares of
6.625% Series C Cumulative Redeemable Perpetual Preferred Stock September 13, 2017
Digital Realty Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “SDAT”) that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “Board”) by Article V of the
Articles of Amendment and Restatement of the Company (as amended and supplemented to date and as may be amended and supplemented
from time to time, the “Charter”) and Section 2-105 of the Maryland General Corporation Law, the Board, by resolutions duly adopted on June 8,
2017, has classified and designated 6,250,000 authorized but unissued shares of preferred stock of the Company, par value $0.01 per share
(“Preferred Stock”), and reclassified and designated 1,050,000 authorized but unissued shares of 4.375% Series C Cumulative Convertible
Preferred Stock, par value $0.01 per share, and 750,000 authorized but unissued shares of 6.625% Series F Cumulative Redeemable Preferred
Stock, par value $0.01 per share, of the Company as a separate class of Preferred Stock to be known as the “6.625% Series C Cumulative
Redeemable Perpetual Preferred Stock,” set the preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of such
6.625% Series C Cumulative Redeemable Perpetual Preferred Stock, and authorized the issuance of up to 8,050,000 shares of 6.625% Series C
Cumulative Redeemable Perpetual Preferred Stock.
SECOND: The designation, number of shares, preferences, conversion and other rights, voting powers, restrictions, limitations as
to dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of the
separate class of Preferred Stock of the Company designated as the 6.625% Series C Cumulative Redeemable Perpetual Preferred Stock are as
follows, which upon any restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or
appropriate changes to the enumeration or lettering of Sections or subsections thereof:
Section 1. Designation and Number. A series of preferred stock, designated as the “6.625% Series C Cumulative Redeemable Perpetual
Preferred Stock” (the “Series C Preferred Stock”), is hereby established. The par value of the Series C Preferred Stock is $0.01 per share. The
number of shares of the Series C Preferred Stock shall be 8,050,000.
Section 2. Ranking. The Series C Preferred Stock will, with respect to rights to receive dividends and to participate in distributions or
payments upon liquidation, dissolution or winding up of the Company, rank (a) senior to the Common Stock (as defined in the Charter) and
any other capital stock of the Company, now or hereafter issued and outstanding, the terms of which provide that such capital stock ranks, as
to dividends and upon liquidation, dissolution or winding up of the Company, junior to such Series C Preferred Stock (“Junior Shares”); (b)
on a parity with the Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series H Cumulative Redeemable Preferred
Stock, par value $0.01 per share, the Series I Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the Series J Cumulative
Redeemable Preferred Stock, par value $0.01 per share of the Company, and any other capital stock of the Company, now or hereafter issued
and outstanding, other than the capital stock referred to in clauses (a) and (c) (“Parity Shares”); and (c) junior to all capital stock of the
Company the terms of which specifically provide that such capital stock ranks senior to the Series C Preferred Stock.
Section 3. Dividends.
(a) Holders of the then outstanding shares of Series C Preferred Stock shall be entitled to receive, when, as and if authorized
by the Board and declared by the Company, out of funds legally available for payment of dividends,

cumulative cash dividends at the rate of 6.625% per annum of the $25 liquidation preference of each share of Series C Preferred Stock
(equivalent to $1.65625 per annum per share).
(b) Dividends on each outstanding share of Series C Preferred Stock shall accrue and be cumulative from and including the first date
on which any shares of Series C Preferred Stock are issued (the “Original Issue Date”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing December 29, 2017, provided, however, that if any Dividend Payment Date is not a
Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid,
at the Company’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue
on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on
the Series C Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Company
at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary
contained herein, each outstanding share of Series C Preferred Stock shall be entitled to receive a dividend with respect to any Dividend
Record Date equal to the dividend paid with respect to each other share of Series C Preferred Stock that is outstanding on such date.
“Dividend Record Date” shall mean the date designated by the Board for the payment of dividends that is not more than 35 or fewer than 10
days prior to the applicable Dividend Payment Date. “Dividend Payment Date” shall mean the last calendar day of each March, June,
September and December, commencing on December 29, 2017. “Dividend Period” shall mean the respective periods commencing on and
including the first day of January, April, July and October of each year and ending on and including the day preceding the first day of the
next succeeding Dividend Period (other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and
include December 31, 2017, and other than the Dividend Period during which any shares of Series C Preferred Stock shall be redeemed
pursuant to Section 5 hereof, which shall end on and include the day preceding the redemption date with respect to the shares of Series C
Preferred Stock being redeemed).
(c) No dividends on the Series C Preferred Stock shall be authorized and declared by the Board or paid or set apart for payment by the
Company at such time as the terms and provisions of any agreement of the Company, including any agreement relating to its indebtedness,
prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment
would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law.
(d) So long as any shares of Series C Preferred Stock are outstanding, no dividends, except as described in the immediately
following sentence, shall be authorized and declared or paid or set apart for payment on any series or class or classes of Parity Shares for any
period unless full cumulative dividends have been declared and paid or are contemporaneously declared and paid or declared and a sum
sufficient for the payment thereof set apart for such payment on the Series C Preferred Stock for all prior dividend periods. When dividends are
not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon the Series C
Preferred Stock and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and
declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series C Preferred Stock and such
Parity Shares.
(e) So long as any shares of Series C Preferred Stock are outstanding, no dividends (other than dividends or distributions paid
solely in Junior Shares of, or in options, warrants or rights to subscribe for or purchase, Junior Shares) shall be
authorized and declared or paid or set apart for payment or other distribution authorized and declared or made upon Junior Shares, nor shall
any Junior Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Stock
made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary, or a
conversion into or exchange for Junior Shares or redemptions for the purpose of preserving the Company’s qualification as a REIT (as defined
in Section 9(a) hereof)), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such
shares) by the Company, directly or indirectly (except by conversion into or exchange for Junior Shares), unless in each case full cumulative
dividends on all outstanding shares of Series C Preferred Stock and any Parity Shares at the time such dividends are payable shall have been
paid or set apart for payment for all past dividend periods with respect to the Series C Preferred Stock and all past dividend periods with
respect to such Parity Shares.

(f) Any dividend payment made on the Series C Preferred Stock shall first be credited against the earliest accrued but unpaid
dividend due with respect to such shares which remains payable.
(g) Except as provided herein, the Series C Preferred Stock shall not be entitled to participate in the earnings or assets of the
Company.
(h) As used herein, the term “Business Day” shall mean any day, other than a Saturday or a Sunday, which is not a day on which
banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.
(i) As used herein, the term “dividend” does not include dividends payable solely in shares of Junior Shares on Junior Shares, or
in options, warrants or rights to holders of Junior Shares to subscribe for or purchase any Junior Shares.
Section 4. Liquidation Preference.
(a) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before any payment
or distribution of the assets of the Company shall be made to or set apart for the holders of Junior Shares, the holders of the Series C
Preferred Stock shall be entitled to receive $25 per share (the “Liquidation Preference”) plus an amount per share equal to all dividends (whether
or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders
of the Series C Preferred Stock shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the
Company, the assets of the Company, or proceeds thereof, distributable among the holders of the Series C Preferred Stock shall be insufficient
to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Shares, then such assets, or the proceeds
thereof, shall be distributed among the holders of such Series C Preferred Stock and any such other Parity Shares ratably in accordance with
the respective amounts that would be payable on such Series C Preferred Stock and any such other Parity Shares if all amounts payable
thereon were paid in full. For the purposes of this Section 4, none of (i) a consolidation or merger of the Company with one or more entities,
(ii) a statutory stock exchange or (iii) a sale or transfer of all or substantially all of the Company’s assets shall be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of the Company.
(b) Subject to the rights of the holders of Parity Shares, upon any liquidation, dissolution or winding up of the Company, after
payment shall have been made in full to the holders of the Series C Preferred Stock, as provided in this Section 4, any series or class or
classes of Junior Shares shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed, and the holders of the Series C Preferred Stock shall not be entitled to share therein.
Section 5. Optional Redemption.
(a) Except as otherwise permitted by the Charter and paragraph (b) below, or to preserve the status of the Company as a REIT (as
defined in Section 9(a) hereof) for United States federal income tax purposes, the Series C Preferred Stock shall not be redeemable by the Company
prior to May 15, 2021. On and after May 15, 2021, the Company, at its option, upon giving notice as provided below, may redeem the Series C
Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated and
unpaid dividends on the Series C Preferred Stock (whether or not declared), to, but not including, the redemption date (the “Regular
Redemption Right”).
(b) Upon a Change of Control (as defined below), the Company will have the option, upon giving notice as provided below, to
redeem the Series C Preferred Stock, in whole, at any time, or in part, from time to time, within 120 days after the first date on which such Change
of Control has occurred (the “Special Redemption Right”), for cash at a redemption price of $25.00 per share, plus any accumulated and
unpaid dividends on the Series C Preferred Stock (whether or not declared), to, but not including, the redemption date (the “Special
Redemption Price”). If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of
redemption with respect to the Series C Preferred Stock (whether pursuant to the Regular Redemption Right or the Special Optional Redemption
Right), the holders of shares of Series C Preferred Stock will not have the conversion right described below in Section 9. If the Company
provides the notice described in Section 9(c) below of a holder’s right to exercise the Change of Control Conversion Right, the Company may no
longer exercise its Special Redemption Right until the time

period during which holders of Series C Preferred Stock may exercise their Change of Control Conversion Right has expired.
A “Change of Control” shall be deemed to have occurred at such time after the original issuance of the Series C Preferred Stock when
each of the following has occurred:
(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of
the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of
purchases, mergers or other acquisition transactions of shares of the Company entitling that person to exercise more than 50% of the total
voting power of all shares of the Company entitled to vote generally in elections of directors (except that such person will be deemed to have
beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable
only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in clause (i) above, neither the Company nor the acquiring or
surviving entity has a class of common securities listed on the New York Stock Exchange (the “NYSE”), the NYSE MKT LLC (“NYSE MKT”),
or the NASDAQ Stock Market (“NASDAQ”), or listed on an exchange that is a successor to the NYSE, NYSE MKT or NASDAQ.
(c) The following provisions set forth the procedures for redemption pursuant to the Regular Redemption Right:
(i) A notice of redemption (which may be contingent upon the occurrence of a future event) shall be mailed, postage
prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the holders of record of the Series C Preferred
Stock at their addresses as they appear on the Company’s stock transfer records. A failure to give such notice or any defect in the notice or
in its mailing shall not affect the validity of the proceedings for the redemption of any shares of the Series C Preferred Stock except as to the
holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange
upon which the Series C Preferred Stock may be listed or admitted to trading, each notice shall state: (A) the redemption date; (B) the
redemption price; (C) the number of shares of Series C Preferred Stock to be redeemed and, if fewer than all the shares of Series C Preferred
Stock held by such holder are to be redeemed, the number of such shares of Series C Preferred Stock to be redeemed from such holder; (D) the
place or places where the certificates, if any, evidencing the shares of Series C Preferred Stock are to be surrendered for payment of the
redemption price; and (E) that dividends on the shares to be redeemed will cease to accrue on such redemption date except as otherwise
provided herein.
(ii) At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including
accumulated and unpaid dividends to the redemption date) of the Series C Preferred Stock so called for redemption in trust for the holders
thereof with a bank or trust company, in which case the redemption notice to holders of the Series C Preferred Stock to be redeemed shall (A)
state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C)
require such holders to surrender the certificates evidencing such shares at such place on or about the date fixed in such redemption notice
(which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid dividends to
the redemption date). Subject to applicable escheat laws, any monies so deposited which remain unclaimed by the holders of the Series C
Preferred Stock at the end of two years after the redemption date shall be returned by such bank or trust company to the Company.
(iii) If fewer than all the outstanding shares of the Series C Preferred Stock are to be redeemed, the shares to be redeemed shall
be selected by lot or pro rata (as nearly as practicable without creating fractional shares).
(iv) Upon any redemption of Series C Preferred Stock, the Company shall pay any accumulated and unpaid dividends in arrears
for any dividend period ending on or prior to the redemption date. If a redemption date falls after a record date for a Series C Preferred Stock
dividend payment and prior to the corresponding Dividend Payment Date, then each holder of the Series C Preferred Stock at the close of
business on such record date shall be entitled to the dividend payable on such Series C Preferred Stock on the corresponding Dividend
Payment Date notwithstanding the redemption of such Series C Preferred Stock before such Dividend Payment Date. Except as provided in
this Section 5(c)(iv), the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any shares of Series
C Preferred Stock called for redemption.

(v) If full cumulative dividends on the Series C Preferred Stock and any other series or class or classes of Parity Shares have not
been paid or declared and set apart for payment, except for redemptions for the purpose of preserving the Company’s qualification as a REIT
(as defined in the Section 9(a) hereof) or as otherwise permitted under the Charter, the Company may not purchase, redeem or otherwise
acquire shares of the Series C Preferred Stock or any Parity Shares other than in exchange for Junior Shares.
(vi) On and after the date fixed for redemption, provided that the Company has made available at the office of the registrar
and transfer agent a sufficient amount of cash to effect the redemption, dividends will cease to accumulate on the shares of Series C
Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment record date and prior to the related
Series C Dividend Payment Date, holders of Series C Preferred Stock on the applicable record date will be entitled on such Series C Dividend
Payment Date to receive the dividend payable on such shares on the corresponding Series C Dividend Payment Date), such shares shall no
longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series C Preferred Stock shall cease except the
right to receive the cash payable upon such redemption, without interest from the date of such redemption.
(d) The following provisions set forth the procedures for redemption pursuant to the Special Redemption Right:
(i) A notice of redemption shall be mailed, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date,
addressed to the holders of record of the Series C Preferred Stock at their addresses as they appear on the Company’s stock transfer records.
A failure to give such notice or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the redemption of
any shares of Series C Preferred Stock except as to the holder to whom notice was defective or not given. In addition to any information
required by law or by the applicable rules of any exchange upon which the Series C Preferred Stock may be listed or admitted to trading, each
notice shall state: (A) the redemption date; (B) the redemption price; (C) the number of shares of Series C Preferred Stock to be redeemed;
(D) the place or places where the certificates, if any, evidencing the shares of Series C Preferred Stock are to be surrendered for payment of
the redemption price; and (E) that dividends on the shares to be redeemed will cease to accrue on such redemption date except as otherwise
provided herein.
(ii) At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including
accumulated and unpaid dividends to the redemption date) of the Series C Preferred Stock so called for redemption in trust for the holders
thereof with a bank or trust company, in which case the redemption notice to holders of the Series C Preferred Stock to be redeemed shall (A)
state the date of such deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C)
require such holders to surrender the certificates evidencing such shares at such place on or about the date fixed in such redemption notice
(which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid dividends to
the redemption date). Subject to applicable escheat laws, any monies so deposited which remain unclaimed by the holders of the Series C
Preferred Stock at the end of two years after the redemption date shall be returned by such bank or trust company to the Company.
(iii) Upon the redemption of Series C Preferred Stock, the Company shall pay any accumulated and unpaid dividends in arrears
for any dividend period ending on or prior to the redemption date. If the redemption date falls after a record date for a Series C Preferred Stock
dividend payment and prior to the corresponding Series C Dividend Payment Date, then each holder of the Series C Preferred Stock at the close
of business on such record date shall be entitled to the dividend payable on such Series C Preferred Stock on the corresponding Series C
Dividend Payment Date notwithstanding the redemption of such Series C Preferred Stock before such Series C Dividend Payment Date. Except
as provided in Section 5(c)(iv), the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on any shares of
Series C Preferred Stock called for redemption.
(iv) If full cumulative dividends on the Series C Preferred Stock and any other series or class or classes of Parity Shares have not
been paid or declared and set apart for payment, except for redemptions for the purpose of preserving the Company’s qualification as a REIT
(as defined in the Charter) or as otherwise permitted under the Charter, the Company may not purchase, redeem or otherwise acquire shares of
the Series C Preferred Stock or any Parity Shares other than in exchange for Junior Shares.
(v) On and after the date fixed for redemption, provided that the Company has made available at the office of the registrar and
transfer agent a sufficient amount of cash to effect the redemption, dividends will cease to

accumulate on the shares of Series C Preferred Stock called for redemption (except that, in the case of a redemption date after a dividend payment
record date and prior to the related Series C Dividend Payment Date, holders of Series C Preferred Stock on the applicable record date will be
entitled on such Series C Dividend Payment Date to receive the dividend payable on such shares on the corresponding Series C Dividend
Payment Date), such shares shall no longer be deemed to be outstanding and all rights of the holders of such shares as holders of Series C
Preferred Stock shall cease except the right to receive the cash payable upon such redemption, without interest from the date of such
redemption.
(e) Any shares of Series C Preferred Stock that shall at any time have been redeemed shall, after such redemption, have the status
of authorized but unissued Preferred Stock, without designation as to series or class.
Section 6. Voting Rights. Holders of the Series C Preferred Stock shall not have any voting rights, except as set forth in this Section 6.
(a) Whenever dividends on any shares of Series C Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “Preferred Dividend Default”), the holders of such Series C Preferred Stock (voting separately as a class together with
holders of all other Parity Shares (the “Voting Preferred Shares”), shall be entitled to vote for the election of a total of two additional directors
of the Company (the “Preferred Directors”) until all dividends accumulated on such Series C Preferred Stock and Parity Shares for the past
Dividend Periods shall have been fully paid. In such case, the entire Board will be increased by two directors. The Preferred Directors will be
elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director will serve until his or her successor is duly
elected and qualifies or until such Preferred Director’s right to hold the office terminates, whichever occurs earlier, subject to such Preferred
Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either a special meeting called in accordance with
Section 6(b) below if the request is received more than 90 days before the date fixed for the Company’s next annual or special meeting of
stockholders or
(B) the next annual or special meeting of stockholders if the request is received within 90 days of the date fixed for the Company’s next annual or
special meeting of stockholders, and (ii) at each subsequent annual meeting of stockholders, or special meeting held in place thereof, until
all such dividends in arrears on the Series C Preferred Stock and each such class or series of outstanding Parity Preferred have been paid in
full. A dividend in respect of Series C Preferred Stock shall be considered timely made if made within two Business Days after the applicable
Dividend Payment Date if at the time of such late payment date there shall not be any prior quarterly Dividend Periods in respect of which full
dividends were not timely made at the applicable Dividend Payment Date.
(b) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon
written request of holders of record of at least 10% of the outstanding shares of Series C Preferred Stock and Parity Shares, a special meeting
of the holders of Series C Preferred Stock and each class or series of Parity Shares by mailing or causing to be mailed to such holders a notice
of such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining
holders of the Series C Preferred Stock and Parity Shares entitled to notice of and to vote at such special meeting will be the close of business
on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders of the
Series C Preferred Stock and Parity Shares, by plurality vote, voting together as a single class without regard to class or series will be entitled
to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series C Preferred Stock and Parity Shares
are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The holder or holders
of one- third of the Series C Preferred Stock and Parity Shares voting as a single class then outstanding, present in person or by proxy, will
constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all meetings at which holders of the
Series C Preferred Stock and the Parity Shares shall be entitled to vote will be given to such holders at their addresses as they appear in the
transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions of any applicable law, a
majority of the holders of the Series C Preferred Stock and Parity Shares voting as a single class present in person or by proxy shall have the
power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the meeting, until a
quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before such special
meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such termination
to holders of the Series C Preferred Stock and the Parity Shares that would have been entitled to vote at such special meeting.

(c) If and when all accumulated dividends on such Series C Preferred Stock and all classes or series of Parity Shares for the past
Dividend Periods shall have been fully paid, the right of the holders of Series C Preferred Stock and the Parity Preferred to elect such additional
two directors shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the term of office
of each Preferred Director so elected shall terminate and the entire Board shall be reduced accordingly. Any Preferred Director may be removed
at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of
the outstanding Series C Preferred Stock and the Parity Shares entitled to vote thereon when they have the voting rights set forth in Section
6(a) hereof (voting as a single class). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Director
may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the holders of record of
a majority of the outstanding Series C Preferred Stock when they have the voting rights described above (voting as a single class with all
other classes or series of Parity Preferred). Each of the Preferred Directors shall be entitled to one vote on any matter.
(d) So long as any shares of Series C Preferred Stock are outstanding, the approval of two-thirds of the votes entitled to be cast by
the holders of outstanding Series C Preferred Stock, voting separately as a class, either at a meeting of stockholders or by written consent, is
required (i) to amend, alter or repeal any provisions of the Charter (including these Articles Supplementary), whether by merger, consolidation
or otherwise, to affect materially and adversely the voting powers, rights or preferences of the holders of the Series C Preferred Stock, unless in
connection with any such amendment, alteration or repeal, the Series C Preferred Stock remains outstanding without the terms thereof being
materially changed in any respect adverse to the holders thereof or is converted into or exchanged for preferred stock of the surviving entity
having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption thereof that are substantially similar to those of the Series C Preferred Stock, or (ii) to authorize, create, or increase
the authorized amount of any class or series of capital stock having rights senior to the Series C Preferred Stock with respect to the payment
of dividends or amounts upon liquidation, dissolution or winding up (provided that if such amendment affects materially and adversely the
rights, preferences, privileges or voting powers of one or more but not all of the other series of Voting Preferred Shares, the consent of the
holders of at least two-thirds of the outstanding shares of each such series so affected is required). However, the Company may create
additional classes of Parity Shares and Junior Shares, amend the Charter and these Articles Supplementary to increase the authorized number
of shares of Parity Shares (including the Series C Preferred Stock) and Junior Shares and issue additional series of Parity Shares and Junior
Shares without the consent of any holder of Series C Preferred Stock.
(e) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would
otherwise be required shall be effected, all outstanding shares of Series C Preferred Stock shall have been redeemed or called for redemption
upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.
Section 7. Information Rights. During any period in which the Company is not subject to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) and any shares of Series C Preferred Stock are outstanding, the Company will (i) transmit by mail (or other
permissible means under the Exchange Act) to all holders of Series C Preferred Stock, as their names and addresses appear in the record books
of the Company and without cost to such holders, copies of the annual reports and quarterly reports that the Company would have been
required to file with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13 or 15(d) of the Exchange Act if the
Company were subject thereto (other than any exhibits that would have been required) and (ii) promptly, upon request, supply copies of such
reports to any prospective holder of Series C Preferred Stock. The Company will mail (or otherwise provide) the information to the holders of
Series C Preferred Stock within 15 days after the respective dates by which a periodic report on Form 10-K or Form 10-Q, as the case may be, in
respect of such information would have been required to be filed with the SEC if the Company were subject to Section 13 or 15(d) of the Exchange
Act.
Section 8. Conversion Upon a Change of Control. The Series C Preferred Stock is not convertible into or exchangeable for any other
property or securities of the Company, except as provided in this Section 8.
(a) Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock shall have the right, unless, prior to the
Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series C Preferred Stock pursuant to
the Regular Redemption Right or Special Redemption Right, to convert

some or all of the shares of Series C Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the relevant
Change of Control Conversion Date (as defined herein) into a number of shares of Common Stock per share of Series C Preferred Stock to be
converted (the “Common Stock Conversion Consideration”) equal to the lesser of (i) the quotient obtained by dividing (A) the sum of (x)
$25.00, plus (y) an amount equal to any accumulated and unpaid dividends (whether or not declared) to, but not including, the Change of
Control Conversion Date (as defined herein) except if such Change of Control Conversion Date is after a record date for a Series C Preferred Stock
dividend payment and prior to the corresponding Series C Dividend Payment Date, in which case the amount pursuant to this clause (A)(y)
shall equal $0.00 in respect of such dividend payment to be made on such Series C Dividend Payment Date, by (B) the Common Stock
Price (such quotient, the “Conversion Rate”), and (ii) 0.6389035 (the “Share Cap”), subject to the immediately succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a Common
Stock dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product of (i) the Share Cap
in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number of shares of Common Stock
outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding immediately
prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock
(or equivalent Alternative Conversion Consideration (as defined below)) issuable in connection with the exercise of the Change of Control
Conversion Right shall not exceed 5,143,174 shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable)
(the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits with respect to Common Stock as
follows: The adjusted Exchange Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the
product of (i) the Exchange Cap in effect immediately prior to such Share Split multiplied by (ii) a fraction, the numerator of which is the number
of shares of Common Stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of
Common Stock outstanding immediately prior to such Share Split.
In the case of a Change of Control as a result of which holders of Common Stock are entitled to receive consideration other than
solely shares of Common Stock, including other securities, other property or assets (including cash or any combination thereof) with
respect to or in exchange for shares of Common Stock (the “Alternative Form Consideration”), a holder of Series C Preferred Stock shall be
entitled thereafter to convert (unless, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its
election to redeem the Series C Preferred Stock pursuant to the Regular Redemption Right or Special Redemption Right) such Series C Preferred
Stock not into Common Stock but solely into the kind and amount of Alternative Form Consideration which the holder of Series C Preferred
Stock would have owned or been entitled to receive upon such Change of Control as if such holder of Series C Preferred Stock then held the
Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion
Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a Change
of Control, shall be referred to herein as the “Conversion Consideration”).
If the holders of Common Stock have the opportunity to elect the form of consideration to be received in such Change of Control,
the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by holders of a majority of the
Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality of the Common
Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and will be subject
to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions applicable to any
portion of the consideration payable in the Change of Control.
The “Change of Control Conversion Date” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such notice
pursuant to Section 8(c).

As used herein, “Common Stock Price” shall mean (i) if the consideration to be received in the Change of Control by
holders of Common Stock is solely cash, the amount of cash consideration per share of Common Stock, (ii) if the consideration to be received in
the Change of Control by holders of Common Stock is other than solely cash, the average of the closing price per share of Common Stock
on the ten consecutive trading days immediately preceding, but not including, the effective date of such Change of Control, and (iii) if there is
not a readily determinable closing price for the common stock, the fair market value of the Alternative Form Consideration received in the
Change of Control per share of Common Stock as determined by the Board or a committee thereof.
(b) No fractional shares of Common Stock shall be issued upon the conversion of Series C Preferred Stock. In lieu of fractional shares,
holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c) Unless the Company has exercised its Special Redemption Right in whole during the 15 day period following the occurrence of a
Change of Control, within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the
resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series C Preferred Stock at their addresses
as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. A failure to give such notice
or any defect in the notice or in its mailing shall not affect the validity of the proceedings for the conversion of any share of Series C Preferred
Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the Change of Control;
(ii) the date of the Change of Control; (iii) the last date on which the holders of Series C Preferred Stock may exercise their Change of Control
Conversion Right, which shall be the Change of Control Conversion Date; (iv) the method and period for calculating the Common Stock Price; (v)
the Change of Control Conversion Date, which shall be a Business Day occurring within 20 to 35 days following the date of the notice;
(vi) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series C Preferred Stock;
(vii) the name and address of the paying agent and the conversion agent; and (viii) the procedures that the holders of Series C Preferred
Stock must follow to exercise the Change of Control Conversion Right.
(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series C Preferred Stock.
(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series C Preferred Stock shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) evidencing the shares of
Series C Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s
transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series C Preferred Stock to be converted; and (iii) that the shares of Series C Preferred Stock are to be converted
pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series C Preferred
Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“DTC”).
(f) Holders of Series C Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part)
by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the Change of
Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series C Preferred Stock; (ii) if certificated
shares of Series C Preferred Stock have been issued, the certificate numbers of the withdrawn shares of Series C Preferred Stock; and (iii) the
number of shares of Series C Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares
of Series C Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable DTC procedures.
(g) Shares of Series C Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for
which the conversion notice has not been properly withdrawn shall be converted into the applicable

Conversion Consideration in accordance with the Change of Control Conversion Right on the Change of Control Conversion Date.
(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change
of Control Conversion Date.
(i) Notwithstanding anything to the contrary contained herein, no Series C Preferred Stock may be converted into shares of Common
Stock to the extent that receipt of such shares of Common Stock would cause the holder of such shares of Common Stock (or any other
person) to have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a) hereof) in excess of the
Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership Limit (as defined in Section 9(a) hereof), or such other limit
as permitted by the Board or a committee thereof pursuant to Section 9(i) hereof.
Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit.
(a) Definitions. For the purposes of these Articles Supplementary, the following terms shall have the following meanings: “Aggregate
Stock Ownership Limit” has the meaning set forth in Article VI of the Charter.
“Beneficial Ownership” shall mean ownership of Series C Preferred Stock by a Person who is or would be treated as
an owner of such Series C Preferred Stock either actually or constructively through the application of Section 544 of the Code,
as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially
Owned” shall have the correlative meanings.
“Capital Stock” has the meaning set forth in Article VI of the Charter.
“Charitable Beneficiary” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)
(vi) of these Articles Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)
(2) and 501(c)(3) of the Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any
successor provisions thereof as may be adopted from time to time.
“Constructive Ownership” shall mean ownership of Series C Preferred Stock by a Person who is or would be treated as
an owner of such Series C Preferred Stock either actually or constructively through the application of Section 318 of the Code,
as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively
Owned” shall have the correlative meanings.
“Individual” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust
permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation
within the meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from
tax under Section 501(a) of the Code shall be excluded from this definition.
“IRS” means the United States Internal Revenue Service.
“Market Price” shall mean the last reported sales price reported on the NYSE of the Series C Preferred Stock on the Trading
Day immediately preceding the relevant date, or if the Series C Preferred Stock is not then traded on the NYSE, the last reported sales
price of the Series C Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange
or quotation system over which the Series C Preferred Stock may be traded, or if the Series C Preferred Stock is not then traded
over any exchange or quotation system, the market price of the Series C Preferred Stock on the relevant date as determined in
good faith by the Board of the Company.

“Ownership Limit” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding
shares of Series C Preferred Stock of the Company. The number and value of shares of outstanding Series C Preferred Stock of
the Company shall be determined by the Board in good faith, which determination shall be conclusive for all purposes hereof.
“Person” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust
qualified under Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include
an underwriter acting in a capacity as such in a public offering of shares of Series C Preferred Stock provided that the ownership of such
shares of Series C Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of
Section 856(h) of the Code, or otherwise result in the Company failing to qualify as a REIT.
“Purported Beneficial Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a
transfer to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the
Purported Record Transferee would have acquired or owned shares of Series C Preferred Stock for another Person who is the
beneficial transferee or beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“Purported Record Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a transfer
to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series C Preferred Stock if such
Transfer had been valid under Section 9(b)(i) of these Articles Supplementary.
“REIT” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“Restriction Termination Date” shall mean the first day after the date hereof on which the Board of the Company determines that
it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“Trading Day” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not
quoted on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which
the Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the
principal other market on which the Common Stock is then traded or quoted.
“Transfer” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series C Preferred
Stock as well as any other event that causes any Person to Beneficially Own or Constructively Own Series C Preferred Stock, including
(i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series C Preferred Stock or
(ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series C
Preferred Stock), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or
Constructively (including but not limited to transfers of interests in other entities which result in changes in Beneficial or
Constructive Ownership of Series C Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“Trust” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.
“Trustee” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers.
(i) Prior to the Restriction Termination Date, but subject to Section 9(l):

(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of
Series C Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series C
Preferred Stock that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person
Beneficially Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares
of Series C Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series C
Preferred Stock that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such
Person Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series C Preferred Stock which, taking into account any
other Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company
being “closely held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT
(including but not limited to Beneficial or Constructive Ownership that would result in the Company owning (actually or
Constructively) an interest in a tenant that is described in Section 856(d)(2)
(B) of the Code if the income derived by the Company (either directly or indirectly through one or more subsidiaries) from such
tenant would cause the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).
(ii) If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any
Person Beneficially or Constructively Owning Series C Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then
that number of shares of Series C Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially
or Constructively Owning Series C Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series C Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii) Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series C Preferred Stock that, if
effective, would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series C Preferred Stock.
(c) Transfers of Series C Preferred Stock in Trust.
(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series
C Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one or
more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles Supplementary.
(ii) Series C Preferred Stock held by the Trustee shall be issued and outstanding Series C Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series C Preferred Stock held by the Trustee.
The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held in trust by
the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of Series C
Preferred Stock held in the Trust.

(iii) The Trustee shall have all voting rights and rights to dividends with respect to Series C Preferred Stock held in the Trust,
which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of
the Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series C Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series C Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall
have no voting rights with respect to the Series C Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date
the Series C Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to
rescind as void any vote cast by a Purported Record Transferee with respect to such Series C Preferred Stock prior to the discovery by the Company
that the Series C Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of the Trustee
acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible corporate action,
then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles Supplementary to
the contrary, until the Company has received notification that the Series C Preferred Stock has been transferred into a Trust, the Company
shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at
meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.
(iv) Within 20 days of receiving notice from the Company that shares of Series C Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series C Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series C Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series C Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The
Purported Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series C
Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not
involve a purchase of such shares of Series C Preferred Stock at Market Price, the Market Price of such shares of Series C Preferred Stock
on the day of the event which resulted in the transfer of such shares of Series C Preferred Stock to the Trust) and (B) the price per share
received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series C
Preferred Stock held in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of
dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to
the Trustee pursuant to Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee
shall be immediately paid to the Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery
by the Company that shares of such Series C Preferred Stock have been transferred to the Trustee, such shares of Series C Preferred Stock
are sold by a Purported Record Transferee then (1) such shares of Series C Preferred Stock shall be deemed to have been sold on behalf of the
Trust and (2) to the extent that the Purported Record Transferee received an amount for such shares of Series C Preferred Stock that exceeds the
amount that such Purported Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee
upon demand.
(v) Series C Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series C Preferred
Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series C Preferred Stock at Market Price, the Market Price of such shares of Series C Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series C Preferred Stock to the Trust) and (B) the Market Price on the date the
Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the
amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record
Transferee to the Trustee pursuant to Section 9(c)
(iii). The Company shall have the right to accept such offer until the Trustee has sold the shares of Series C Preferred Stock held in the Trust
pursuant to Section 9(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares of Series C Preferred Stock
sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and any dividends or other
distributions held by the Trustee with respect to such Series C Preferred Stock shall thereupon be paid to the Charitable Beneficiary.

(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series C Preferred Stock held in the Trust would not violate the restrictions set forth in Section
9(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach. If the Board or a committee thereof or other designees if permitted by the MGCL shall at any time
determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or
that a Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series C Preferred Stock of the Company in violation of Section 9(b)
of these Articles Supplementary, the Board or a committee thereof or other designees if permitted by the MGCL shall take such action as it
deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem shares of
Series C Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such
Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or
Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as
described in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio irrespective of any action (or
non-action) by the Board.
(e) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire shares of Series C Preferred Stock in violation of Section
9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results under
Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall provide to the
Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or attempted Transfer on
the Company’s status as a REIT.
(f) Owners Required To Provide Information. Prior to the Restriction Termination Date each Person who is a beneficial owner or
Beneficial Owner or Constructive Owner of Series C Preferred Stock and each Person (including the stockholder of record) who is holding
Series C Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information
that the Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited. Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles
Supplementary) shall limit the authority of the Board to take such other action as it deems necessary or advisable to protect the Company
and the interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board shall have the power to determine the application of the provisions of this
Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these Articles
Supplementary). In the event Section 9 requires an action by the Board and these Articles Supplementary fail to provide specific guidance with
respect to such action, the Board shall have the power to determine the action to be taken so long as such action is not contrary to the
provisions of Section 9. Absent a decision to the contrary by the Board (which the Board may make in its sole and absolute discretion), if a
Person would have (but for the remedies set forth in Section 9(b)) acquired Beneficial or Constructive Ownership of Series C Preferred
Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply first to the shares of Series C Preferred Stock which, but for such
remedies, would have been actually owned by such Person, and second to shares of Series C Preferred Stock, which, but for such remedies, would
have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually
own such shares of Series C Preferred Stock based upon the relative number of the shares of Series C Preferred Stock held by each such
Person.
(i)Exceptions.
(i) Subject to Section 9(b)(i)(C), the Board, in its sole discretion, may exempt (prospectively or retroactively) a Person from the
limitation on a Person Beneficially Owning shares of Series C Preferred Stock in violation of Section 9(b)(i)(A) if the Board determines that
such exemption will not cause any Individual’s Beneficial Ownership of

shares of Capital Stock to violate the Aggregate Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify
as a REIT under the Code.
(ii) Subject to Section 9(b)(i)(C), the Board in its sole discretion, may exempt (prospectively or retroactively) a Person from the
limitation on a Person Constructively Owning shares of Series C Preferred Stock in violation of Section 9(b)(i)(B), if the Board determines that
such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board may require such Person to make certain
representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings (or other action which
is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series C Preferred Stock being
transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section 9(i)
(i) or (ii) of these Articles Supplementary, the Board may require a ruling from the IRS, or an opinion of counsel, in either case in form and
substance satisfactory to the Board in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Company's
status as a REIT.
(j)Legends. Each certificate for Series C Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO
DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK
BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH,
WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S
CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR
SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES
OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS
AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 6.625% SERIES C CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES C
PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS
AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES C PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES C PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS
MORE RESTRICTIVE) OF THE OUTSTANDING SERIES C PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES C PREFERRED STOCK THAT, TAKING INTO ACCOUNT
ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON,
WOULD RESULT IN SUCH PERSON BENEFICIALLY

OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF THE
COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES C PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE
COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING
“CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY
AS A REIT; AND (iv) ANY TRANSFER OF SHARES OF SERIES C PREFERRED STOCK THAT, IF EFFECTIVE, WOULD
RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS
WILL BE VOID AB INITIO AND THE INTENDED TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES
C PREFERRED STOCK. ANY PERSON 
WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO
BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES C PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON
TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES C PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS
MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IN (i)
THROUGH (iii) ABOVE ARE VIOLATED, THE SERIES C PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH
RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR
MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND
CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS
DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED
ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE
RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED IN THE
ARTICLES SUPPLEMENTARY FOR THE SERIES C PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM
IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH,
INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SERIES
C PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability. If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of
such provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE. Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE.
The shares of Series C Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section
9 after such settlement.
(m) Applicability of Section 9. The provisions set forth in this Section 9 shall apply to the Series C Preferred Stock notwithstanding any
contrary provisions of the Series C Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10. No Conversion Rights. The shares of Series C Preferred Stock shall not be convertible into or exchangeable for any
other property or securities of the Company or any other entity, except as otherwise provided herein.
Section 11. Record Holders. The Company and the transfer agent for the Series C Preferred Stock may deem and treat the record holder of
any Series C Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Company nor the transfer agent shall be
affected by any notice to the contrary.
Section 12. Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series C Preferred Stock set forth in the Charter and these Articles
Supplementary are invalid, unlawful or incapable of being enforced by reason of any

rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to dividends or other distributions,
qualifications or terms or conditions of redemption of Series C Preferred Stock set forth in the Charter which can be given effect without the
invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other rights,
voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of the
Series C Preferred Stock herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein.
FOURTH: The Series C Preferred Stock have been classified and designated by the Board pursuant to the powers of the Board as contained in the
Charter. These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
FIFTH: These Articles Supplementary shall be effective at the time the SDAT accepts these Articles Supplementary.
SIXTH: The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Company and, as to all matters or
facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief
Executive Officer as of the date first written above.
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein Name:A.
William Stein
Title: Chief Executive Officer
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Joshua A. Mills Name:
Joshua A. Mills
Title: Senior Vice President, General Counsel and Secretary

DIGITAL REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the first two sentences of
Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 425,000,000 shares of stock, consisting of 315,000,000 shares of Common Stock, $.01 par value per share
(“Common Stock”), and 110,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”). The aggregate par value of all
authorized shares of stock having par value is $4,250,000.
SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the
Charter was 375,000,000 shares of stock, consisting of 265,000,000 shares of Common Stock, $.01 par value per share, and 110,000,000 shares of
Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value was $3,750,000.
THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter
is 425,000,000 shares of stock, consisting of 315,000,000 shares of Common Stock, $.01 par value per share, and 110,000,000 shares of Preferred
Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $4,250,000.
FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the
foregoing amendment of the Charter.
FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as required by law
and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the Corporation.
SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or
facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters
and facts are true in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its
Senior Vice President, General Counsel and Secretary and attested to by its Vice President, Associate General Counsel and Assistant Secretary
on this 13th day of September, 2017.
DIGITAL REALTY TRUST, INC.
By:
/s/ Joshua A. Mills Name:Joshua
A. Mills
Title: Senior Vice President, General Counsel and Secretary
ATTEST:
By:
/s/ Jeannie Lee Name:
Jeannie Lee
Title: Vice President, Associate General Counsel and Assistant
Secretary
DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 9,200,000 SHARES OF
5.850% SERIES K CUMULATIVE REDEEMABLE PREFERRED STOCK
March 4, 2019
Digital Realty Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “Department”) that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “Board of Directors”) by Article V
of the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (as amended and supplemented to
date and as may be amended and supplemented from time to time, the “Charter”) and Section 2-105 of the Maryland General Corporation Law
(the “MGCL”), the Board of Directors, by resolutions duly adopted on February 21-22, 2019 has authorized the issuance, classification and
designation of a number of shares of the authorized but unissued preferred stock of the Company, par value $0.01 per share (“Preferred
Stock”), as a separate class of Preferred Stock, that, on the date of issue, has a liquidation value or aggregate offering price of up to
$500,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option), and, pursuant to the powers contained in the
Eighth Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”) of the Company and the MGCL, delegated to the
Pricing Committee of the Board of Directors (the “Committee”), to the fullest extent permitted by the MGCL and the Charter and Bylaws of
the Company, among other things, all powers of the Board of Directors with respect to (i) setting the number of shares of the Preferred
Stock to be classified and designated, provided that in no event shall the liquidation value or aggregate offering price of such shares exceed
$500,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option), (ii) choosing the cumulative dividend

percentage for the Preferred Stock, (iii) selecting the dates on which dividends will be paid on the Preferred Stock, (iv) establishing the price per
share for the Preferred Stock, (v) authorizing, approving and filing these Articles Supplementary with the Department and (vi) authorizing and
approving all such other actions as the Committee may deem necessary or desirable in connection with the classification, authorization,
issuance, offer, and sale of the Preferred Stock.
SECOND: The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class
of Preferred Stock to be known as the “5.850% Series K Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 5.850% Series K Cumulative Redeemable Preferred Stock, and authorizing the issuance of
up to 8,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 5.850% Series K Cumulative
Redeemable Preferred Stock.
THIRD: The designation, number of shares, preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of the
separate class of Preferred Stock of the Company designated as the 5.850% Series K Cumulative Redeemable Preferred Stock are as
follows, which upon any restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or
appropriate changes to the enumeration or lettering of Sections or subsections thereof:
Section 1. Designation and Number. A series of Preferred Stock, designated the “5.850% Series K Cumulative Redeemable
Preferred Stock” (the “Series K Preferred Stock”), is hereby established. The number of shares of Series K Preferred Stock shall be
9,200,000.
Section 2. Rank. The Series K Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company, rank: (a) senior to all classes or series of the Company’s common stock, par value
$0.01 per share (the “Common Stock”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding
expressly designated as ranking junior to the Series K Preferred Stock as to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company; (b) on parity with the Series C Cumulative Redeemable Perpetual Preferred Stock, par
value $0.01 per share, Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series H Cumulative Redeemable
Preferred Stock, par value $0.01 per share, Series I Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the Series J
Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company, and with any class or series of capital stock of the
Company expressly designated as ranking on parity with the Series K Preferred Stock as to dividend rights and rights upon voluntary or
involuntary liquidation, dissolution or winding up of the Company; and (c) junior to any class or series of capital stock of the Company
expressly designated as ranking senior to the Series K Preferred Stock as to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company. The term “capital stock” does not include convertible or exchangeable debt
securities, which will rank senior to the Series K Preferred Stock prior to conversion or exchange. The Series K Preferred Stock will also
rank junior in right of payment to the Company’s existing and future debt obligations.
Section 3. Dividends.
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the Series
K Preferred Stock as to dividends, the holders of shares of the Series K Preferred Stock shall be entitled to receive, when, as and if
authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative
cash dividends at the rate of 5.850% per annum of the $25.00 liquidation preference per share of the Series K Preferred Stock (equivalent to
a fixed annual amount of $1.4625 per share of the Series K Preferred Stock). Such dividends shall accrue and be cumulative from and including the
first date on which any shares of Series K Preferred Stock are issued (the “Original Issue Date”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing June 28, 2019; provided, however, that if any Dividend Payment Date is not a Business
Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid, at the Company’s
option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such Business Day is in the
next succeeding calendar

year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if paid on
such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such
Dividend Payment Date to such next succeeding Business Day. The amount of any dividend payable on the Series K Preferred Stock for
any partial Dividend Period (as defined below) shall be prorated and computed on the basis of a 360- day year consisting of twelve 30-day
months. Dividends will be payable to holders of record as they appear in the stockholder records of the Company at the close of business
on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding
share of Series K Preferred Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid
with respect to each other share of Series K Preferred Stock that is outstanding on such date. “Dividend Record Date” shall mean the
date designated by the Board of Directors for the payment of dividends that is not more than 35 or fewer than 10 days prior to the
applicable Dividend Payment Date. “Dividend Payment Date” shall mean the last calendar day of each March, June, September and December,
commencing on June 28, 2019. “Dividend Period” shall mean the respective periods commencing on and including the first day of January,
April, July and October of each year and ending on and including the day preceding the first day of the next succeeding Dividend
Period (other than the initial Dividend Period, which shall commence on the Original Issue Date and end on and include June 30, 2019, and
other than the Dividend Period during which any shares of Series K Preferred Stock shall be redeemed pursuant to Section 5 or Section 6
hereof, which shall end on and include the day preceding the redemption date with respect to the shares of Series K Preferred Stock being
redeemed).
The term “Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series K Preferred Stock shall accrue whether or not the
Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are
authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment,
and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of
Common Stock or shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the
Series K Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking
junior to the Series K Preferred Stock as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or
winding up) for any period, nor shall any shares of Common Stock or any other shares of any other class or series of capital stock of
the Company ranking, as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, on
parity with or junior to the Series K Preferred Stock be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds
be paid or made available for a sinking fund for the redemption of such shares, and no other distribution of cash or other property may
be made, directly or indirectly, on or with respect thereto by the Company (except by conversion into or exchange for other shares of any
class or series of capital stock of the Company ranking junior to the Series K Preferred Stock as to payment of dividends and the
distribution of assets upon the Company’s liquidation, dissolution or winding up, and except for the acquisition of shares made pursuant to the
provisions of Article VI of the Charter or Section 9 hereof), unless full cumulative dividends on the Series K Preferred Stock for all past
Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the
payment thereof in cash is set apart for such payment.
(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series K Preferred Stock and
the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series K Preferred Stock, all dividends declared
upon the Series K Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the Series
K Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series K Preferred Stock and such other
class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series K Preferred
Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on such other
class or series of capital stock for prior Dividend Periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series K Preferred Stock which may be in arrears.
(e) Holders of shares of Series K Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
capital stock, in excess of full cumulative dividends on the Series K Preferred Stock as provided herein. Any dividend payment made on the Series K
Preferred Stock shall first be credited against the earliest

accrued but unpaid dividends due with respect to such shares which remain payable. Accrued but unpaid dividends on the Series K Preferred
Stock will accumulate as of the Dividend Payment Date on which they first become payable.
Section 4. Liquidation Preference.
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution or payment shall be
made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series K Preferred Stock, the holders of
shares of Series K Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to its
stockholders, after payment of or provision for the debts and other liabilities of the Company and, subject to compliance with section 7(f)(i)
of these Articles Supplementary, any class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, senior to the Series K Preferred Stock, a liquidation preference of $25.00 per share,
plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date of payment.
In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series K Preferred Stock and the
corresponding amounts payable on all shares of other classes or series of capital stock of the Company ranking, as to rights upon the
Company’s liquidation, dissolution or winding up, on parity with the Series K Preferred Stock in the distribution of assets, then the holders of the
Series K Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary
liquidation, dissolution or winding up, on parity with the Series K Preferred Stock shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary
or involuntary liquidation, dissolution or winding up of the Company, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than
30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series K Preferred Stock at the respective
addresses of such holders as the same shall appear on the stock transfer records of the Company. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series K Preferred Stock will have no right or claim to any of the remaining
assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or entity, or the voluntary sale, lease,
transfer or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company
were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series K Preferred
Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption.
(a) Shares of Series K Preferred Stock shall not be redeemable prior to March 13, 2024 except as set forth in Section 6 hereof or to
preserve the status of the Company as a REIT (as defined in Section 9(a) hereof) for United States federal income tax purposes. In addition, the
Series K Preferred Stock shall be subject to the provisions of Section 9 hereof pursuant to which Series K Preferred Stock owned by a
stockholder in excess of the Ownership Limit (as defined in Section 9(a) hereof) shall automatically be transferred to a Trust (as defined in
Section 9(a) hereof) for the exclusive benefit of a Charitable Beneficiary (as defined in Section 9(a) hereof).
(b) On and after March 13, 2024, the Company, at its option, upon not fewer than 30 or more than 60 days’ written notice, may redeem the
Series K Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of
$25.00 per share, plus all accrued and unpaid dividends (whether or not authorized or declared) thereon up to but not including the date
fixed for redemption, without interest, to the extent the Company has funds legally available therefor (the “Redemption Right”). If fewer than all of
the outstanding shares of Series K Preferred Stock are to be redeemed, the shares of Series K Preferred Stock to be redeemed shall be redeemed pro
rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the Company. If redemption is to be by lot and,
as a result, any holder of shares of Series K Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each
as defined in Section 9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership Limit (as
defined in Section 9(a) hereof), or such other

limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(i) hereof, because such holder’s shares of Series K
Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Company shall
redeem the requisite number of shares of Series K Preferred Stock of such holder such that no holder will hold an amount of Series K
Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption. Holders of Series K Preferred Stock to be
redeemed shall surrender such Series K Preferred Stock at the place, or in accordance with the book-entry procedures, designated in such
notice and shall be entitled to the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such
redemption following such surrender. If (i) notice of redemption of any shares of Series K Preferred Stock has been given (in the case of a
redemption of the Series K Preferred Stock other than to preserve the status of the Company as a REIT), (ii) the funds necessary for such
redemption have been set aside by the Company in trust for the benefit of the holders of any shares of Series K Preferred Stock so called for
redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and
after the redemption date, dividends shall cease to accrue on such shares of Series K Preferred Stock, such shares of Series K Preferred
Stock shall no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the
redemption price plus any accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative
dividends on the Series K Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in
cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or
restrict the Company’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series K Preferred
Stock at such price or prices as the Company may determine, subject to the provisions of applicable law, including the repurchase of shares of
Series K Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(c) In the event of any redemption of the Series K Preferred Stock in order to preserve the status of the Company as a REIT for
United States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section
5 of these Articles Supplementary. If the Company calls for redemption of any shares of Series K Preferred Stock pursuant to and in accordance
with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to $25.00 per share together with all
accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on the Series K Preferred Stock for all past Dividend Periods shall have been or contemporaneously
are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of
Series K Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all
outstanding shares of Series K Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly
or indirectly any shares of Series K Preferred Stock or any class or series of capital stock of the Company ranking, as to payment of
dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the Series K
Preferred Stock (except by conversion into or exchange for shares of capital stock of the Company ranking, as to payment of dividends and
the distribution of assets upon liquidation, dissolution or winding up of the Company, junior to the Series K Preferred Stock); provided,
however, that the foregoing shall not prevent the purchase of Series K Preferred Stock, or any other class or series of capital stock of the Company
ranking, as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or
junior to the Series K Preferred Stock, by the Company in accordance with the terms of Sections 5(c) and 9 of these Articles Supplementary or
otherwise, in order to ensure that the Company remains qualified as a REIT for United States federal income tax purposes, or the purchase
or acquisition of Series K Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding
shares of Series K Preferred Stock.
(e) Notice of redemption pursuant to the Redemption Right will be mailed by the Company, postage prepaid, not fewer than 30 or
more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series K Preferred Stock to be redeemed
at their respective addresses as they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect
the validity of the proceedings for the redemption of any Series K Preferred Stock except as to the holder to whom such notice was
defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series K
Preferred Stock may be listed or admitted to trading, each such notice shall state:
(i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series K Preferred Stock to be redeemed; (iv) the place or
places where the certificates, if any, representing shares of Series K Preferred Stock are to be surrendered for payment of the redemption
price; (v) procedures for surrendering noncertificated shares of Series K Preferred Stock for payment of the redemption price; (vi) that
dividends on the shares of Series K Preferred Stock to be redeemed will cease to accumulate on such redemption

date; and (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and
surrender of such Series K Preferred Stock. If fewer than all of the shares of Series K Preferred Stock held by any holder are to be redeemed,
the notice mailed to such holder shall also specify the number of shares of Series K Preferred Stock held by such holder to be redeemed.
Notwithstanding anything else to the contrary in these Articles Supplementary, the Company shall not be required to provide notice to the holder
of Series K Preferred Stock in the event such holder’s Series K Preferred Stock is redeemed in accordance with Sections 5(c) and 9 of
these Articles Supplementary to preserve the Company’s status as a REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder
of Series K Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares
on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date,
and each holder of Series K Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after
the end of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided
herein, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series K Preferred Stock for
which a notice of redemption has been given.
(g) All shares of the Series K Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
(h) The Series K Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided, however, that the Series K Preferred Stock owned by a stockholder in excess of the applicable ownership limit shall be subject to
the provisions of this Section 5 and Section 9 of these Articles Supplementary.
Section 6. Special Optional Redemption by the Company.
(a) Upon the occurrence of a Change of Control (as defined below), the Company will have the option upon written notice
mailed by the Company, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the
holders of record of shares of the Series K Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer
records of the Company, to redeem shares of the Series K Preferred Stock, in whole or in part within 120 days after the first date on which
such Change of Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the
redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall
affect the validity of the proceedings for the redemption of any shares of Series K Preferred Stock except as to the holder to whom notice was
defective or not given. If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of
redemption with respect to the Series K Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption
Right), the holders of shares of Series K Preferred Stock will not have the conversion right described below in Section 8 of these Articles
Supplementary.
A “Change of Control” is when, after the original issuance of the Series K Preferred Stock, the following have occurred and
are continuing:
(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly, through a purchase, merger
or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Company entitling that
person to exercise more than 50% of the total voting power of all stock of the Company entitled to vote generally in the election of the
Company’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to
acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving entity
has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange
(the “NYSE”), the NYSE MKT LLC (the “NYSE MKT”), or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an exchange or
quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series K Preferred Stock
may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the

redemption price; (iii) the number of shares of Series K Preferred Stock to be redeemed; (iv) the place or places where the certificates,
if any, representing shares of Series K Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering
noncertificated shares of Series K Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series K
Preferred Stock to be redeemed will cease to accumulate on the redemption date; (vii) that payment of the redemption price and any
accumulated and unpaid dividends will be made upon presentation and surrender of such Series K Preferred Stock; (viii) that the shares
of Series K Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a
Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the
shares of Series K Preferred Stock to which the notice relates will not be able to tender such shares of Series K Preferred Stock for conversion in
connection with the Change of Control and each share of Series K Preferred Stock tendered for conversion that is selected, prior to the
Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control
Conversion Date. If fewer than all of the shares of Series K Preferred Stock held by any holder are to be redeemed, the notice mailed to
such holder shall also specify the number of shares of Series K Preferred Stock held by such holder to be redeemed.
If fewer than all of the outstanding shares of Series K Preferred Stock are to be redeemed, the shares of Series K Preferred Stock to
be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the
Company. If such redemption pursuant to the Special Optional Redemption Right is to be by lot and, as a result, any holder of shares of Series
K Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a) hereof) in
excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership Limit (as defined in Section 9(a) hereof), or
such limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(i) hereof, because such holder’s shares of Series K
Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the Charter, the Company shall
redeem the requisite number of shares of Series K Preferred Stock of such holder such that no holder will hold an amount of Series K Preferred
Stock in excess of the applicable ownership limit, subsequent to such redemption.
(c) If the Company has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside
sufficient funds for the redemption in trust for the benefit of the holders of the Series K Preferred Stock called for redemption, then from
and after the redemption date, those shares of Series K Preferred Stock will be treated as no longer being outstanding, no further dividends will
accrue and all other rights of the holders of those shares of Series K Preferred Stock will terminate. The holders of those shares of Series K
Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not
including, the redemption date, without interest. So long as full cumulative dividends on the Series K Preferred Stock for all past Dividend
Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in
cash is set apart for payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a
public or a private sale, all or any part of the Series K Preferred Stock at such price or prices as the Company may determine, subject to the
provisions of applicable law, including the repurchase of shares of Series K Preferred Stock in open-market transactions duly authorized by the
Board of Directors.
(d) The holders of Series K Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend
payable with respect to the Series K Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the
Series K Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding
Dividend Payment Date or the Company’s default in the payment of the dividend due. Except as provided herein, the Company shall make
no payment or allowance for unpaid dividends, whether or not in arrears, on Series K Preferred Stock for which a notice of redemption pursuant
to the Special Optional Redemption Right has been given.
(e) All shares of the Series K Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
Section 7. Voting Rights.
(a) Holders of the Series K Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
(b) Whenever dividends on any shares of Series K Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “Preferred Dividend Default”), the holders of such Series K

Preferred Stock (voting separately as a class together with holders of all other classes or series of preferred stock of the Company ranking on parity
with the Series K Preferred Stock with respect to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution
or winding up and upon which like voting rights have been conferred and are exercisable (“Parity Preferred”), including the Series C
Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, the Series G Cumulative Redeemable Preferred Stock, par value
$0.01 per share, the Series H Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series I Cumulative Redeemable Preferred
Stock, par value $0.01 per share and the Series J Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company) shall be
entitled to vote for the election of a total of two additional directors of the Company (the “Preferred Directors”) until all dividends accumulated
on such Series K Preferred Stock and Parity Preferred for the past Dividend Periods shall have been fully paid. In such case, the entire Board of
Directors will be increased by two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualifies or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A)
a special meeting called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the Company’s
next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days
of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of
stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series K Preferred Stock and each such
class or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series K Preferred Stock shall be considered
timely made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not
be any prior quarterly Dividend Periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon
written request of holders of record of at least 10% of the outstanding shares of Series K Preferred Stock and Parity Preferred, a special meeting of
the holders of Series K Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice of
such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining
holders of the Series K Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of
business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the
holders of the Series K Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or
series will be entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series K Preferred
Stock and Parity Preferred are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively.
The holder or holders of one-third of the Series K Preferred Stock and Parity Preferred voting as a single class then outstanding, present
in person or by proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all
meetings at which holders of the Series K Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at
their addresses as they appear in the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the
provisions of any applicable law, a majority of the holders of the Series K Preferred Stock and Parity Preferred voting as a single class present in
person or by proxy shall have the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an
announcement at the meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has
been given but before such special meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to
be mailed notice of such termination to holders of the Series K Preferred Stock and the Parity Preferred that would have been entitled to vote
at such special meeting.
(e) If and when all accumulated dividends on such Series K Preferred Stock and all classes or series of Parity Preferred for the past
Dividend Periods shall have been fully paid, the right of the holders of Series K Preferred Stock and the Parity Preferred to elect such
additional two directors shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the
term of office of each Preferred Director so elected shall terminate and the entire Board of Directors shall be reduced accordingly. Any
Preferred Director may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of,
the holders of record of a majority of the outstanding Series K Preferred Stock and the Parity Preferred entitled to vote thereon when they
have the voting rights set forth in Section 7(b) hereof (voting as a single class). So long as a Preferred Dividend Default shall

continue, any vacancy in the office of a Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none
remains in office, by a vote of the holders of record of a majority of the outstanding Series K Preferred Stock when they have the voting
rights described above (voting as a single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be
entitled to one vote on any matter.
(f) So long as any shares of Series K Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of
the shares of Series K Preferred Stock and each other class or series of Parity Preferred outstanding at the time, given in person or by
proxy, either in writing or at a meeting (voting together as a single class) will be required to: (i) authorize, create or issue, or increase the
number of authorized or issued shares of, any class or series of capital stock ranking senior to the Series K Preferred Stock with respect to
payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Company (collectively, “Senior
Capital Stock”) or reclassify any authorized shares of capital stock of the Company into such capital stock, or create, authorize or issue any
obligation or security convertible into or evidencing the right to purchase any such Senior Capital Stock; or (ii) amend, alter or repeal the
provisions of the Charter, including the terms of the Series K Preferred Stock, whether by merger, consolidation, transfer or conveyance of
all or substantially all of its assets or otherwise (an “Event”), so as to materially and adversely affect any right, preference, privilege or voting
power of the Series K Preferred Stock; provided however, with respect to the occurrence of any of the Events set forth in (ii) above, so
long as the Series K Preferred Stock remains outstanding with the terms thereof materially unchanged, taking into account that, upon the
occurrence of an Event set forth in (ii) above, the Company may not be the surviving entity, the occurrence of such Event shall not be
deemed to materially and adversely affect such rights, preferences, privileges or voting power of Series K Preferred Stock, and in such case
such holders shall not have any voting rights with respect to the occurrence of any of the Events set forth in (ii) above. In addition, if the
holders of the Series K Preferred Stock receive the greater of the full trading price of the Series K Preferred Stock on the date of an
Event set forth in (ii) above or the $25.00 liquidation preference per share of the Series K Preferred Stock pursuant to the occurrence of
any of the Events set forth in (ii) above, then such holders shall not have any voting rights with respect to the Events set forth in (ii)
above. If any Event set forth in (ii) above would materially and adversely affect the rights, preferences, privileges or voting powers of the
Series K Preferred Stock disproportionately relative to other classes or series of Parity Preferred, the affirmative vote of the holders of at
least two-thirds of the outstanding shares of the Series K Preferred Stock, voting separately as a class, will also be required. Holders of shares
of Series K Preferred Stock shall not be entitled to vote with respect to (A) any increase in the total number of authorized shares of Common
Stock or Preferred Stock of the Company, or (B) any increase in the number of authorized shares of Series K Preferred Stock or the creation
or issuance of any other class or series of capital stock, or (C) any increase in the number of authorized shares of any other class or series
of capital stock, in each case referred to in clause (A), (B) or (C) above ranking on parity with or junior to the Series K Preferred Stock with respect
to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company. Except as set forth
herein, holders of the Series K Preferred Stock shall not have any voting rights with respect to, and the consent of the holders of the Series K
Preferred Stock shall not be required for, the taking of any corporate action, including an Event, regardless of the effect that such corporate
action or Event may have upon the powers, preferences, voting power or other rights or privileges of the Series K Preferred Stock.
(g) The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding shares of Series K Preferred Stock shall have been redeemed or called for
redemption upon proper notice pursuant to these Articles Supplementary, and sufficient funds, in cash, shall have been deposited in trust
to effect such redemption.
(h) In any matter in which the Series K Preferred Stock may vote (as expressly provided herein), each share of Series K Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
Section 8. Conversion. The shares of Series K Preferred Stock are not convertible into or exchangeable for any other property or
securities of the Company, except as provided in this Section 8.
(a) Upon the occurrence of a Change of Control, each holder of shares of Series K Preferred Stock shall have the right, unless, prior
to the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series K Preferred
Stock pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series K Preferred Stock held by
such holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of Common
Stock per share of Series K Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the
quotient obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series K Preferred Stock to be converted plus (y)
the amount of any accrued and unpaid dividends to, but not including, the Change of Control

Conversion Date (unless the Change of Control Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment
Date, in which case no additional amount for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price
(as defined herein) and (B) 0.43611 (the “Share Cap”), subject to the immediately succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the
Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i)
the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock
outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding
immediately prior to such Share Split.
For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock
(or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change
of Control Conversion Right shall not exceed 3,488,880 shares of Common Stock (or equivalent Alternative Conversion Consideration, as
applicable), subject to increase to the extent the underwriters’ option to purchase additional shares of Series K Preferred Stock in the initial
public offering of Series K Preferred Stock is exercised, not to exceed 4,012,212 shares of Common Stock in total (or equivalent Alternative
Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits
on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other
property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series K Preferred
Stock shall receive upon conversion of such shares of Series K Preferred Stock the kind and amount of Alternative Form Consideration which
such holder would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common
Stock equal to the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the
“Alternative Conversion Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as
may be applicable to a Change of Control, shall be referred to herein as the “Conversion Consideration”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in
the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by
holders of a majority of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality
of the Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and
will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions
applicable to any portion of the consideration payable in the Change of Control.
The “Change of Control Conversion Date” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such notice
pursuant to Section 8(c).
The “Common Stock Price” shall be (i) if the consideration to be received in the Change of Control by the holders of
Common Stock is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the
Change of Control by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common
Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of
the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including,
the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then
traded, or (y) the average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or
similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the
Common Stock is not then listed for trading on a U.S. securities exchange.

(b) No fractional shares of Common Stock shall be issued upon the conversion of Series K Preferred Stock. In lieu of fractional shares,
holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c) Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the
resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series K Preferred Stock at their addresses
as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. No failure to give such
notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series K
Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the
Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series K Preferred Stock may exercise
their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control
Conversion Date; (vi) that if, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to
redeem all or any portion of the Series K Preferred Stock, the holder will not be able to convert shares of Series K Preferred Stock
designated for redemption and such shares of Series K Preferred Stock shall be redeemed on the related redemption date, even if they have
already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of
Alternative Conversion Consideration entitled to be received per share of Series K Preferred Stock; (viii) the name and address of the paying
agent and the conversion agent; and (ix) the procedures that the holders of Series K Preferred Stock must follow to exercise the Change of
Control Conversion Right.
(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series K Preferred Stock.
(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series K Preferred Stock shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of
Series K Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s
transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series K Preferred Stock to be converted; and (iii) that the shares of Series K Preferred Stock are to be converted
pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series K Preferred
Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“DTC”).
(f) Holders of Series K Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part)
by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the Change of
Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series K Preferred Stock; (ii) if certificated
shares of Series K Preferred Stock have been issued, the certificate numbers of the shares of withdrawn Series K Preferred Stock; and (iii) the
number of shares of Series K Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares
of Series K Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC.
(g) Shares of Series K Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for
which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in
accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of
Control Conversion Date, the Company has provided or provides notice of its election to redeem such shares of Series K Preferred Stock,
whether pursuant to its Redemption Right or Special Optional Redemption Right. If the Company elects to redeem shares of Series K
Preferred Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such
shares of Series K Preferred Stock shall not be so converted and the holders of such shares shall be entitled to receive on the applicable
redemption date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date.
(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change
of Control Conversion Date.

(i) Notwithstanding anything to the contrary contained herein, no holder of shares of Series K Preferred Stock will be entitled to
convert such shares of Series K Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock
would cause the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or
Constructive Ownership (each as defined in Section 9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the
Aggregate Stock Ownership Limit (as defined in Section 9(a) hereof), or such other limit as permitted by the Board of Directors or a committee
thereof pursuant to Section 9(i) hereof.
Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit.
(a) Definitions. For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have
the following meanings:
“Aggregate Stock Ownership Limit” has the meaning set forth in Article VI of the Charter.
“Beneficial Ownership” shall mean ownership of Series K Preferred Stock by a Person who is or would be treated as
an owner of such Series K Preferred Stock either actually or constructively through the application of Section 544 of the Code,
as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially
Owned” shall have the correlative meanings.
“Capital Stock” has the meaning set forth in Article VI of the Charter.
“Charitable Beneficiary” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)
(vi) of these Articles Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)
(2) and 501(c)(3) of the Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any
successor provisions thereof as may be adopted from time to time.
“Constructive Ownership” shall mean ownership of Series K Preferred Stock by a Person who is or would be treated as
an owner of such Series K Preferred Stock either actually or constructively through the application of Section 318 of the Code,
as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively
Owned” shall have the correlative meanings.
“Individual” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust
permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation
within the meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from
tax under Section 501(a) of the Code shall be excluded from this definition.
“IRS” means the United States Internal Revenue Service.
“Market Price” shall mean the last reported sales price reported on the NYSE of the Series K Preferred Stock on the Trading
Day immediately preceding the relevant date, or if the Series K Preferred Stock is not then traded on the NYSE, the last reported sales
price of the Series K Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any exchange
or quotation system over which the Series K Preferred Stock may be traded, or if the Series K Preferred Stock is not then traded
over any exchange or quotation system, the market price of the Series K Preferred Stock on the relevant date as determined in
good faith by the Board of Directors of the Company.
“Ownership Limit” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding
shares of Series K Preferred Stock of the Company. The number and value of shares of outstanding Series K Preferred Stock of
the Company shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes
hereof.

“Person” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust
qualified under Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include
an underwriter acting in a capacity as such in a public offering of shares of Series K Preferred Stock provided that the ownership of such
shares of Series K Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of
Section 856(h) of the Code, or otherwise result in the Company failing to qualify as a REIT.
“Purported Beneficial Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a
transfer to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the
Purported Record Transferee would have acquired or owned shares of Series K Preferred Stock for another Person who is the
beneficial transferee or beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“Purported Record Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a transfer
to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series K Preferred Stock if such
Transfer had been valid under Section 9(b)(i) of these Articles Supplementary.
“REIT” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“Restriction Termination Date” shall mean the first day after the date hereof on which the Board of Directors of the
Company determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“Trading Day” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not
quoted on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which
the Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the
principal other market on which the Common Stock is then traded or quoted.
“Transfer” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series K Preferred
Stock as well as any other event that causes any Person to Beneficially Own or Constructively Own Series K Preferred Stock, including
(i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series K Preferred Stock or
(ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series K
Preferred Stock), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or
Constructively (including but not limited to transfers of interests in other entities which result in changes in Beneficial or
Constructive Ownership of Series K Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“Trust” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.
“Trustee” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers.
(i)Prior to the Restriction Termination Date, but subject to Section 9(l):
(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of
Series K Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series K
Preferred Stock that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such Person
Beneficially Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;

(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own shares
of Series K Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series K
Preferred Stock that, taking into account any other Capital Stock Constructively Owned by such Person, would result in such
Person Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series K Preferred Stock which, taking into account any
other Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company
being “closely held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT
(including but not limited to Beneficial or Constructive Ownership that would result in the Company owning (actually or
Constructively) an interest in a tenant that is described in Section 856(d)(2)
(B) of the Code if the income derived by the Company (either directly or indirectly through one or more subsidiaries) from such
tenant would cause the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).
(ii)If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any
Person Beneficially or Constructively Owning Series K Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then
that number of shares of Series K Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially
or Constructively Owning Series K Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series K Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii)Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series K Preferred Stock that, if
effective, would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series K Preferred Stock.
(c) Transfers of Series K Preferred Stock in Trust.
(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series
K Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as trustee of a Trust for the exclusive benefit of one or
more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day
prior to the purported Transfer or other event that results in a transfer to the Trust pursuant to Section 9(b)(ii). The Trustee shall be
appointed by the Company and shall be a Person unaffiliated with the Company, any Purported Beneficial Transferee or any Purported Record
Transferee. Each Charitable Beneficiary shall be designated by the Company as provided in Section 9(c)(vi) of these Articles Supplementary.
(ii)Series K Preferred Stock held by the Trustee shall be issued and outstanding Series K Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series K Preferred Stock held by the Trustee.
The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held in trust by
the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of Series K
Preferred Stock held in the Trust.
(iii)The Trustee shall have all voting rights and rights to dividends with respect to Series K Preferred Stock held in the Trust,
which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of
the Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series K Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series K Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall
have no voting rights with respect to the Series K Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date
the Series K Preferred Stock has been transferred to the Trustee, the Trustee shall have the

authority (at the Trustee’s sole discretion) (A) to rescind as void any vote cast by a Purported Record Transferee with respect to such Series
K Preferred Stock prior to the discovery by the Company that the Series K Preferred Stock has been transferred to the Trustee and (B) to recast
such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the
Company has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote.
Notwithstanding any other provision of these Articles Supplementary to the contrary, until the Company has received notification that the
Series K Preferred Stock has been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other
stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies
and otherwise conducting votes of stockholders.
(iv) Within 20 days of receiving notice from the Company that shares of Series K Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series K Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series K Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series K Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The
Purported Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series K
Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not
involve a purchase of such shares of Series K Preferred Stock at Market Price, the Market Price of such shares of Series K Preferred Stock
on the day of the event which resulted in the transfer of such shares of Series K Preferred Stock to the Trust) and (B) the price per share
received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series K
Preferred Stock held in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of
dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to
the Trustee pursuant to Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee
shall be immediately paid to the Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery
by the Company that shares of such Series K Preferred Stock have been transferred to the Trustee, such shares of Series K Preferred Stock
are sold by a Purported Record Transferee then (1) such shares of Series K Preferred Stock shall be deemed to have been sold on behalf of the
Trust and (2) to the extent that the Purported Record Transferee received an amount for such shares of Series K Preferred Stock that exceeds the
amount that such Purported Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee
upon demand.
(v) Series K Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series K Preferred
Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series K Preferred Stock at Market Price, the Market Price of such shares of Series K Preferred Stock on the day of
the event which resulted in the transfer of such shares of Series K Preferred Stock to the Trust) and (B) the Market Price on the date the
Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the
amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record
Transferee to the Trustee pursuant to Section 9(c)
(iii). The Company shall have the right to accept such offer until the Trustee has sold the shares of Series K Preferred Stock held in the Trust
pursuant to Section 9(c)(iv). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares of Series K Preferred
Stock sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Purported Record Transferee and any dividends
or other distributions held by the Trustee with respect to such Series K Preferred Stock shall thereupon be paid to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series K Preferred Stock held in the Trust would not violate the restrictions set forth in Section
9(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach. If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any
time determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series K Preferred Stock of the Company in violation of Section
9(b) of these Articles Supplementary, the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take

such action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to redeem
shares of Series K Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such
Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership or
Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust as described
in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio irrespective of any action (or non-action)
by the Board of Directors.
(e) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire shares of Series K Preferred Stock in violation of Section
9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results under
Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall provide to the
Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or attempted Transfer on
the Company’s status as a REIT.
(f) Owners Required To Provide Information. Prior to the Restriction Termination Date each Person who is a beneficial owner or
Beneficial Owner or Constructive Owner of Series K Preferred Stock and each Person (including the stockholder of record) who is holding
Series K Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information
that the Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited. Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles
Supplementary) shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect
the Company and the interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these
Articles Supplementary). In the event Section 9 requires an action by the Board of Directors and these Articles Supplementary fail to provide
specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as
such action is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board of Directors (which the Board of
Directors may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 9(b)) acquired
Beneficial or Constructive Ownership of Series K Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply
first to the shares of Series K Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to
shares of Series K Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not
actually owned) by such Person, pro rata among the Persons who actually own such shares of Series K Preferred Stock based upon the
relative number of the shares of Series K Preferred Stock held by each such Person.
(i)Exceptions.
(i) Subject to Section 9(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Beneficially Owning shares of Series K Preferred Stock in violation of Section 9(b)(i)(A) if the
Board of Directors determines that such exemption will not cause any Individual’s Beneficial Ownership of shares of Capital Stock to violate the
Aggregate Stock Ownership Limit and that such exemption will not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 9(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Constructively Owning shares of Series K Preferred Stock in violation of Section 9(b)(i)(B), if the Board of
Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii)Subject to Section 9(b)(i)(C) and the remainder of this Section 9(i)(iii), the Board of Directors may from time to time
increase or decrease the Ownership Limit; provided, however, that the decreased Ownership Limit will not be effective for any Person whose
percentage ownership of Series K Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person's percentage
of Series K Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series K Preferred Stock in excess
of such percentage ownership of Series K Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new
Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the
Company.

(iv) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board of Directors may require such Person to
make certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings
(or other action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series K Preferred
Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
9(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either
case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to
determine or ensure the Company's status as a REIT.
(j)Legends. Each certificate for Series K Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO
DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK
BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH,
WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S
CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR
SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES
OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS
AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 5.850% SERIES K CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES K
PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS
AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES K PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY
OWN SHARES OF SERIES K PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES,
WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING SERIES K PREFERRED STOCK OF THE COMPANY; (ii) NO
PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES K PREFERRED STOCK THAT, TAKING
INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH
PERSON, WOULD RESULT IN SUCH PERSON BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A
VALUE IN EXCESS OF 9.8% OF THE VALUE OF THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES K PREFERRED STOCK THAT, TAKING INTO ACCOUNT
ANY OTHER CAPITAL STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON,
WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE
CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iv) ANY TRANSFER OF SHARES OF SERIES K PREFERRED
STOCK THAT, IF EFFECTIVE, WOULD RESULT IN THE

CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS WILL BE VOID AB
INITIO AND THE INTENDED TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES K PREFERRED
STOCK. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR
CONSTRUCTIVELY OWN SERIES K PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY
OR CONSTRUCTIVELY OWN SERIES K PREFERRED STOCK IN EXCESS OF THE ABOVE LIMITATIONS MUST
IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IN (i) THROUGH
(iii) ABOVE ARE VIOLATED, THE SERIES K PREFERRED STOCK REPRESENTED HEREBY IN EXCESS OF SUCH
RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR
MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND
CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS
DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED
ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF
THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH ARE DEFINED
IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES K PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO
THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF
WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF
SERIES K PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED
TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability. If any provision of this Section 9 or any application of any such provision is determined to be invalid by any
federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other
applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE. Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE.
The shares of Series K Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section
9 after such settlement.
(m) Applicability of Section 9. The provisions set forth in this Section 9 shall apply to the Series K Preferred Stock notwithstanding any
contrary provisions of the Series K Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10. No Conversion Rights. The shares of Series K Preferred Stock shall not be convertible into or exchangeable for any
other property or securities of the Company or any other entity, except as otherwise provided herein.
Section 11. Record Holders. The Company and its transfer agent may deem and treat the record holder of any Series K Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
Section 12. No Maturity or Sinking Fund. The Series K Preferred Stock has no maturity date, and no sinking fund has been
established for the retirement or redemption of Series K Preferred Stock; provided, however, that the Series K Preferred Stock owned by a
stockholder in excess of the Ownership Limit or Aggregate Stock Ownership Limit shall be subject to the provisions of Section 5 and Section
9 of these Articles Supplementary.
Section 13. Exclusion of Other Rights. The Series K Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.
Section 14. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.

Section 15. Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series K Preferred Stock set forth in the Charter and these Articles
Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or
other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of
Series K Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof
shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series K Preferred Stock herein set forth shall be deemed
dependent upon any other provision thereof unless so expressed therein.
Section 16. No Preemptive Rights. No holder of Series K Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH: The Series K Preferred Stock have been classified and designated by the Board of Directors under the authority
contained in the Charter.
FIFTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by
law.
SIXTH: These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for
record.
SEVENTH: The undersigned Chief Executive Officer acknowledges these Articles Supplementary to be the corporate act of the
Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties
for perjury.

In witness whereof, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its Chief
Executive Officer as of the date first written above.
DIGITAL REALTY TRUST, INC.
By:
/s/ A. William Stein Name: A.
William Stein
Title:
Chief Executive Officer
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Joshua A. Mills Name:
Joshua A. Mills
Title: Senior Vice President, General Counsel and Secretary
[Signature Page to Articles Supplementary]

DIGITAL REALTY TRUST, INC. ARTICLES
SUPPLEMENTARY 13,800,000 SHARES OF
5.200% SERIES L CUMULATIVE REDEEMABLE PREFERRED STOCK OCTOBER 9,
2019
Digital Realty Trust, Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and
Taxation of Maryland (the “Department”) that:
FIRST: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “Board of Directors”) by Article V
of the Articles of Amendment and Restatement of the Company filed with the Department on October 26, 2004 (as amended and supplemented to
date and as may be amended and supplemented from time to time, the “Charter”) and Section 2-105 of the Maryland General Corporation Law
(the “MGCL”), the Board of Directors, by resolutions duly adopted on February 21-22, 2019, as amended by resolutions duly adopted on
September 13, 2019, has authorized the issuance, classification and designation of a number of shares of the authorized but unissued
preferred stock of the Company, par value $0.01 per share (“Preferred Stock”), as a separate class of Preferred Stock, that, on the date of
issue, has a liquidation value or aggregate offering price of up to $710,000,000 (plus up to an additional 15% to cover any underwriter
over-allotment option), and, pursuant to the powers contained in the Eighth Amended and Restated Bylaws (as may be amended from time to
time, the “Bylaws”) of the Company and the MGCL, delegated to the Pricing Committee of the Board of Directors (the “Committee”), to the fullest
extent permitted by the MGCL and the Charter and Bylaws of the Company, among other things, all powers of the Board of Directors with respect to
(i) setting the number of shares of the Preferred Stock to be classified and designated, provided that in no event shall the liquidation value or
aggregate offering price of such shares exceed $710,000,000 (plus up to an additional 15% to cover any underwriter over- allotment option), (ii)
choosing the cumulative dividend percentage for the Preferred Stock, (iii) selecting the dates on which dividends will be paid on the
Preferred Stock, (iv) establishing the price per share for the Preferred Stock, (v) authorizing, approving and filing these Articles
Supplementary with the Department and (vi) authorizing and approving all such other actions as the Committee may deem necessary or
desirable in connection with the classification, authorization, issuance, offer, and sale of the Preferred Stock.
SECOND: The Committee has unanimously adopted resolutions classifying and designating the Preferred Stock as a separate class
of Preferred Stock to be known as the “5.200% Series L Cumulative Redeemable Preferred Stock,” setting the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends and other distributions, transfers, qualifications, terms and conditions of
redemption and other terms and conditions of such 5.200% Series L Cumulative Redeemable Preferred Stock, and authorizing the issuance of
up to 12,000,000 (plus up to an additional 15% to cover any underwriter over-allotment option) shares of 5.200% Series L Cumulative
Redeemable Preferred Stock.
THIRD: The designation, number of shares, preferences, conversion and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, transfers, qualifications, terms and conditions of redemption and other terms and conditions of the separate
class of Preferred Stock of the Company designated as the 5.200% Series L Cumulative Redeemable Preferred Stock are as follows, which upon
any restatement of the Charter shall be made a part of or incorporated by reference into the Charter with any necessary or appropriate changes
to the enumeration or lettering of Sections or subsections thereof:
Section 1. Designation and Number. A series of Preferred Stock, designated the “5.200% Series L Cumulative Redeemable Preferred
Stock” (the “Series L Preferred Stock”), is hereby established. The number of shares of Series L Preferred Stock shall be 13,800,000.
Section 2. Rank. The Series L Preferred Stock will, with respect to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company, rank: (a) senior to all classes or series of the Company’s common stock, par value
$0.01 per share (the “Common Stock”), and all classes or series of capital stock of the Company now or hereafter authorized, issued or outstanding
expressly designated as ranking junior to the Series L Preferred Stock as to dividend rights and rights upon voluntary or involuntary
liquidation, dissolution or winding up of the Company; (b) on parity with the Series C Cumulative Redeemable Perpetual Preferred Stock,
par value $0.01 per share, the Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series I Cumulative
Redeemable Preferred Stock, par value $0.01 per share, the Series J Cumulative Redeemable Preferred Stock, par value $0.01 per share, and
the Series K Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company, and with any class or series of capital
stock of the Company expressly designated as ranking on parity with the Series L Preferred Stock as to dividend rights and rights upon voluntary
or involuntary liquidation, dissolution or winding up of

the Company; and (c) junior to any class or series of capital stock of the Company expressly designated as ranking senior to the Series L
Preferred Stock as to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. The
term “capital stock” does not include convertible or exchangeable debt securities, which will rank senior to the Series L Preferred Stock prior to
conversion or exchange. The Series L Preferred Stock will also rank junior in right of payment to the Company’s existing and future debt
obligations.
Section 3. Dividends.
(a) Subject to the preferential rights of the holders of any class or series of capital stock of the Company ranking senior to the
Series L Preferred Stock as to dividends, the holders of shares of the Series L Preferred Stock shall be entitled to receive, when, as and if
authorized by the Board of Directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative
cash dividends at the rate of 5.200% per annum of the $25.00 liquidation preference per share of the Series L Preferred Stock (equivalent to
a fixed annual amount of $1.30 per share of the Series L Preferred Stock). Such dividends shall accrue and be cumulative from and including the
first date on which any shares of Series L Preferred Stock are issued (the “Original Issue Date”) and shall be payable quarterly in arrears on each
Dividend Payment Date (as defined below), commencing December 31, 2019; provided, however, that if any Dividend Payment Date is not a
Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid,
at the Company’s option, on either the immediately preceding Business Day or the next succeeding Business Day, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums
shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. The amount of any dividend
payable on the Series L Preferred Stock for any partial Dividend Period (as defined below) shall be prorated and computed on the basis
of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder
records of the Company at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any
provision to the contrary contained herein, each outstanding share of Series L Preferred Stock shall be entitled to receive a dividend with
respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Series L Preferred Stock that is
outstanding on such date. “Dividend Record Date” shall mean the date designated by the Board of Directors for the payment of dividends
that is not more than 35 or fewer than 10 days prior to the applicable Dividend Payment Date. “Dividend Payment Date” shall mean the
last calendar day of each March, June, September and December, commencing on December 31, 2019. “Dividend Period” shall mean the
respective periods commencing on and including the first day of January, April, July and October of each year and ending on and including
the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period, which shall commence on the
Original Issue Date and end on and include December 31, 2019, and other than the Dividend Period during which any shares of Series L Preferred
Stock shall be redeemed pursuant to Section 5 or Section 6 hereof, which shall end on and include the day preceding the redemption
date with respect to the shares of Series L Preferred Stock being redeemed).
The term “Business Day” shall mean each day, other than a Saturday or a Sunday, which is not a day on which banking institutions in
New York, New York are authorized or required by law, regulation or executive order to close.
(b) Notwithstanding anything contained herein to the contrary, dividends on the Series L Preferred Stock shall accrue whether or not
the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are
authorized or declared.
(c) Except as provided in Section 3(d) below, no dividends shall be declared and paid or declared and set apart for payment, and
no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to, any shares of Common
Stock or shares of any other class or series of capital stock of the Company ranking, as to dividends, on parity with or junior to the Series L
Preferred Stock (other than a dividend paid in shares of Common Stock or in shares of any other class or series of capital stock ranking junior
to the Series L Preferred Stock as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or
winding up) for any period, nor shall any shares of Common Stock or any other shares of any other class or series of capital stock of
the Company ranking, as to payment of dividends and the distribution of assets upon the Company’s liquidation, dissolution or winding up, on
parity with or junior to the Series L Preferred Stock be redeemed, purchased or otherwise acquired for any consideration, nor shall any funds
be paid or made available for a sinking fund for the redemption of such shares, and no other distribution of cash or other property may
be made, directly or indirectly, on or with respect thereto by the Company (except by conversion into or exchange for other shares of any
class or series of capital stock of the Company ranking junior to the Series L Preferred Stock as to payment of dividends and the
distribution of assets upon the Company’s liquidation, dissolution or winding up, and except for the acquisition of shares made pursuant to the
provisions of Article VI of the Charter or Section 9 hereof), unless full cumulative dividends on the Series L Preferred Stock for all past
Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash or (ii) declared and a sum sufficient for the
payment thereof in cash is set apart for such payment.


(d) When dividends are not paid in full (and a sum sufficient for such full payment is not so set apart) on the Series L Preferred Stock and
the shares of any other class or series of capital stock ranking, as to dividends, on parity with the Series L Preferred Stock, all dividends declared
upon the Series L Preferred Stock and each such other class or series of capital stock ranking, as to dividends, on parity with the Series L
Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series L Preferred Stock and such other
class or series of capital stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series L Preferred
Stock and such other class or series of capital stock (which shall not include any accrual in respect of unpaid dividends on such other
class or series of capital stock for prior Dividend Periods if such other class or series of capital stock does not have a cumulative
dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or
payments on the Series L Preferred Stock which may be in arrears.
(e) Holders of shares of Series L Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or shares of
capital stock, in excess of full cumulative dividends on the Series L Preferred Stock as provided herein. Any dividend payment made on the Series
L Preferred Stock shall first be credited against the earliest accrued but unpaid dividends due with respect to such shares which remain
payable. Accrued but unpaid dividends on the Series L Preferred Stock will accumulate as of the Dividend Payment Date on which they first
become payable.
Section 4. Liquidation Preference.
(a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, before any distribution or payment shall be
made to holders of shares of Common Stock or any other class or series of capital stock of the Company ranking, as to rights upon any
voluntary or involuntary liquidation, dissolution or winding up of the Company, junior to the Series L Preferred Stock, the holders of
shares of Series L Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution to its
stockholders, after payment of or provision for the debts and other liabilities of the Company and, subject to compliance with section 7(f)(i)
of these Articles Supplementary, any class or series of capital stock of the Company ranking, as to rights upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, senior to the Series L Preferred Stock, a liquidation preference of $25.00 per share,
plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to but excluding the date of payment.
In the event that, upon such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are
insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series L Preferred Stock and the
corresponding amounts payable on all shares of other classes or series of capital stock of the Company ranking, as to rights upon the
Company’s liquidation, dissolution or winding up, on parity with the Series L Preferred Stock in the distribution of assets, then the holders of the
Series L Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary
liquidation, dissolution or winding up, on parity with the Series L Preferred Stock shall share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary
or involuntary liquidation, dissolution or winding up of the Company, stating the payment date or dates when, and the place or places
where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than
30 or more than 60 days prior to the payment date stated therein, to each record holder of shares of Series L Preferred Stock at the respective
addresses of such holders as the same shall appear on the stock transfer records of the Company. After payment of the full amount of the
liquidating distributions to which they are entitled, the holders of Series L Preferred Stock will have no right or claim to any of the remaining
assets of the Company. The consolidation or merger of the Company with or into any other corporation, trust or entity, or the voluntary sale,
lease, transfer or conveyance of all or substantially all of the property or business of the Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.
(b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other
acquisition of shares of capital stock of the Company or otherwise, is permitted under the MGCL, amounts that would be needed, if the Company
were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of shares of Series L
Preferred Stock shall not be added to the Company’s total liabilities.
Section 5. Redemption.
(a) Shares of Series L Preferred Stock shall not be redeemable prior to October 10, 2024 except as set forth in Section 6 hereof or to
preserve the status of the Company as a REIT (as defined in Section 9(a) hereof) for United States federal income tax purposes. In addition, the
Series L Preferred Stock shall be subject to the provisions of Section 9 hereof pursuant to which Series L Preferred Stock owned by a
stockholder in excess of the Ownership Limit (as defined in Section 9(a) hereof) shall automatically be transferred to a Trust (as defined in
Section 9(a) hereof) for the exclusive benefit of a Charitable Beneficiary (as defined in Section 9(a) hereof).

(b) On and after October 10, 2024, the Company, at its option, upon not fewer than 30 or more than 60 days’ written notice, may
redeem the Series L Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus
all accrued and unpaid dividends (whether or not authorized or declared) thereon up to but not including the date fixed for redemption, without
interest, to the extent the Company has funds legally available therefor (the “Redemption Right”). If fewer than all of the outstanding shares of
Series L Preferred Stock are to be redeemed, the shares of Series L Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be
practicable without creating fractional shares) or by lot as determined by the Company. If redemption is to be by lot and, as a result, any holder
of shares of Series L Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section
9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership Limit (as defined in Section
9(a) hereof), or such other limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(i) hereof, because
such holder’s shares of Series L Preferred Stock were not redeemed, or were only redeemed in part, then, except as otherwise provided in the
Charter, the Company shall redeem the requisite number of shares of Series L Preferred Stock of such holder such that no holder will hold an
amount of Series L Preferred Stock in excess of the applicable ownership limit, subsequent to such redemption. Holders of Series L Preferred Stock
to be redeemed shall surrender such Series L Preferred Stock at the place, or in accordance with the book-entry procedures, designated in such
notice and shall be entitled to the redemption price of $25.00 per share and any accrued and unpaid dividends payable upon such
redemption following such surrender. If (i) notice of redemption of any shares of Series L Preferred Stock has been given (in the case of a
redemption of the Series L Preferred Stock other than to preserve the status of the Company as a REIT), (ii) the funds necessary for such
redemption have been set aside by the Company in trust for the benefit of the holders of any shares of Series L Preferred Stock so called for
redemption, and (iii) irrevocable instructions have been given to pay the redemption price and all accrued and unpaid dividends, then from and
after the redemption date, dividends shall cease to accrue on such shares of Series L Preferred Stock, such shares of Series L Preferred Stock shall
no longer be deemed outstanding, and all rights of the holders of such shares shall terminate, except the right to receive the redemption price plus
any accrued and unpaid dividends payable upon such redemption, without interest. So long as full cumulative dividends on the Series L
Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a
sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Company’s right or ability to
purchase, from time to time, either at a public or a private sale, all or any part of the Series L Preferred Stock at such price or prices as the
Company may determine, subject to the provisions of applicable law, including the repurchase of shares of Series L Preferred Stock in open-
market transactions duly authorized by the Board of Directors.
(c) In the event of any redemption of the Series L Preferred Stock in order to preserve the status of the Company as a REIT for
United States federal income tax purposes, such redemption shall be made in accordance with the terms and conditions set forth in this Section
5 of these Articles Supplementary. If the Company calls for redemption of any shares of Series L Preferred Stock pursuant to and in accordance
with this Section 5(c), then the redemption price for such shares will be an amount in cash equal to $25.00 per share together with all
accrued and unpaid dividends to but excluding the dated fixed for redemption.
(d) Unless full cumulative dividends on the Series L Preferred Stock for all past Dividend Periods shall have been or contemporaneously
are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, no shares of
Series L Preferred Stock shall be redeemed pursuant to the Redemption Right or Special Optional Redemption Right (defined below) unless all
outstanding shares of Series L Preferred Stock are simultaneously redeemed, and the Company shall not purchase or otherwise acquire directly or
indirectly any shares of Series L Preferred Stock or any class or series of capital stock of the Company ranking, as to payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the Series L Preferred Stock
(except by conversion into or exchange for shares of capital stock of the Company ranking, as to payment of dividends and the distribution
of assets upon liquidation, dissolution or winding up of the Company, junior to the Series L Preferred Stock); provided, however, that the foregoing
shall not prevent the purchase of Series L Preferred Stock, or any other class or series of capital stock of the Company ranking, as to
payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Company, on parity with or junior to the
Series L Preferred Stock, by the Company in accordance with the terms of Sections 5(c) and 9 of these Articles Supplementary or otherwise, in order
to ensure that the Company remains qualified as a REIT for United States federal income tax purposes, or the purchase or acquisition of Series L
Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series L Preferred
Stock.
(e) Notice of redemption pursuant to the Redemption Right will be mailed by the Company, postage prepaid, not fewer than 30 or
more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series L Preferred Stock to be redeemed
at their respective addresses as they appear on the transfer records of the Company. No failure to give or defect in such notice shall affect the
validity of the proceedings for the redemption of any Series L Preferred Stock except as to the holder to whom such notice was defective or not
given. In addition to any information required by law or by the applicable rules of any exchange upon which the Series L Preferred Stock may be
listed or admitted to trading, each such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series L
Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any,

representing shares of Series L Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering
noncertificated shares of Series L Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series L
Preferred Stock to be redeemed will cease to accumulate on such redemption date; and (vii) that payment of the redemption price and any
accumulated and unpaid dividends will be made upon presentation and surrender of such Series L Preferred Stock. If fewer than all of the
shares of Series L Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of
shares of Series L Preferred Stock held by such holder to be redeemed. Notwithstanding anything else to the contrary in these Articles
Supplementary, the Company shall not be required to provide notice to the holder of Series L Preferred Stock in the event such holder’s Series L
Preferred Stock is redeemed in accordance with Sections 5(c) and 9 of these Articles Supplementary to preserve the Company’s status as a
REIT.
(f) If a redemption date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder
of Series L Preferred Stock at the close of business of such Dividend Record Date shall be entitled to the dividend payable on such shares
on the corresponding Dividend Payment Date notwithstanding the redemption of such shares on or prior to such Dividend Payment Date,
and each holder of Series L Preferred Stock that surrenders its shares on such redemption date will be entitled to the dividends accruing after
the end of the Dividend Period to which such Dividend Payment Date relates up to but excluding the redemption date. Except as provided
herein, the Company shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series L Preferred Stock for
which a notice of redemption has been given.
(g) All shares of the Series L Preferred Stock redeemed or repurchased pursuant to this Section 5, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
(h) The Series L Preferred Stock shall have no stated maturity and shall not be subject to any sinking fund or mandatory redemption;
provided, however, that the Series L Preferred Stock owned by a stockholder in excess of the applicable ownership limit shall be subject to
the provisions of this Section 5 and Section 9 of these Articles Supplementary.
Section 6. Special Optional Redemption by the Company.
(a) Upon the occurrence of a Change of Control (as defined below), the Company will have the option upon written notice mailed
by the Company, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of
record of shares of the Series L Preferred Stock to be redeemed at their respective addresses as they appear on the share transfer records of
the Company, to redeem shares of the Series L Preferred Stock, in whole or in part within 120 days after the first date on which such
Change of Control occurred, for cash at $25.00 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date
(“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity
of the proceedings for the redemption of any shares of Series L Preferred Stock except as to the holder to whom notice was defective or not
given. If, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of redemption
with respect to the Series L Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the
holders of shares of Series L Preferred Stock will not have the conversion right described below in Section 8 of these Articles Supplementary.
A “Change of Control” is when, after the original issuance of the Series L Preferred Stock, the following have occurred and
are continuing:
(i) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly, through a purchase, merger
or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Company entitling that
person to exercise more than 50% of the total voting power of all stock of the Company entitled to vote generally in the election of the
Company’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to
acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(ii) following the closing of any transaction referred to in (i) above, neither the Company nor the acquiring or surviving entity
has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange
(the “NYSE”), the NYSE MKT LLC (the “NYSE MKT”), or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an exchange or
quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.

(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series L Preferred Stock may
be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series L
Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series L Preferred Stock are to be
surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series L Preferred Stock for payment of
the redemption price; (vi) that dividends on the shares of Series L Preferred Stock to be redeemed will cease to accumulate on the redemption
date; (vii) that payment of the redemption price and any accumulated and unpaid dividends will be made upon presentation and surrender of
such Series L Preferred Stock; (viii) that the shares of Series L Preferred Stock are being redeemed pursuant to the Special Optional
Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions
constituting such Change of Control; and (ix) that holders of the shares of Series L Preferred Stock to which the notice relates will not be
able to tender such shares of Series L Preferred Stock for conversion in connection with the Change of Control and each share of Series L
Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on
the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series L
Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series L
Preferred Stock held by such holder to be redeemed.
If fewer than all of the outstanding shares of Series L Preferred Stock are to be redeemed, the shares of Series L Preferred Stock to
be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the
Company. If such redemption pursuant to the Special Optional Redemption Right is to be by lot and, as a result, any holder of shares of Series
L Preferred Stock would have actual ownership, Beneficial Ownership or Constructive Ownership (each as defined in Section 9(a) hereof) in
excess of the Ownership Limit (as defined in Section 9(a) hereof), the Aggregate Stock Ownership Limit (as defined in Section 9(a) hereof), or
such limit as permitted by the Board of Directors or a committee thereof pursuant to Section 9(i) hereof, because such holder’s shares of Series L
Preferred Stock were not redeemed, or were only redeemed in part then, except as otherwise provided in the Charter, the Company shall
redeem the requisite number of shares of Series L Preferred Stock of such holder such that no holder will hold an amount of Series L Preferred
Stock in excess of the applicable ownership limit, subsequent to such redemption.
(c) If the Company has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside
sufficient funds for the redemption in trust for the benefit of the holders of the Series L Preferred Stock called for redemption, then from
and after the redemption date, those shares of Series L Preferred Stock will be treated as no longer being outstanding, no further dividends will
accrue and all other rights of the holders of those shares of Series L Preferred Stock will terminate. The holders of those shares of Series L
Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not
including, the redemption date, without interest. So long as full cumulative dividends on the Series L Preferred Stock, and any other class or
series of capital stock of the Company ranking, as to dividends, on parity with the Series L Preferred Stock, for all past Dividend Periods shall have
been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart
for payment, nothing herein shall prevent or restrict the Company’s right or ability to purchase, from time to time, either at a public or a private
sale, all or any part of the Series L Preferred Stock at such price or prices as the Company may determine, subject to the provisions of applicable
law, including the repurchase of shares of Series L Preferred Stock in open-market transactions duly authorized by the Board of Directors.
(d) The holders of Series L Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend
payable with respect to the Series L Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the
Series L Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding
Dividend Payment Date or the Company’s default in the payment of the dividend due. Except as provided herein, the Company shall make
no payment or allowance for unpaid dividends, whether or not in arrears, on Series L Preferred Stock for which a notice of redemption pursuant
to the Special Optional Redemption Right has been given.
(e) All shares of the Series L Preferred Stock redeemed or repurchased pursuant to this Section 6, or otherwise acquired in any other
manner by the Company, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without
designation as to series or class.
Section 7. Voting Rights.
(a) Holders of the Series L Preferred Stock shall not have any voting rights, except as set forth in this Section 7.
(b) Whenever dividends on any shares of Series L Preferred Stock shall be in arrears for six or more consecutive or non- consecutive
quarterly periods (a “Preferred Dividend Default”), the holders of such Series L Preferred Stock (voting separately as a class together with
holders of all other classes or series of preferred stock of the


Company ranking on parity with the Series L Preferred Stock with respect to payment of dividends and the distribution of assets upon the
Company’s liquidation, dissolution or winding up and upon which like voting rights have been conferred and are exercisable (“Parity
Preferred”), including the Series C Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, the Series G Cumulative
Redeemable Preferred Stock, par value $0.01 per share, the Series I Cumulative Redeemable Preferred Stock, par value $0.01 per share, the
Series J Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the Series K Cumulative Redeemable Preferred Stock, par value
$0.01 per share, of the Company) shall be entitled to vote for the election of a total of two additional directors of the Company (the
“Preferred Directors”) until all dividends accumulated on such Series L Preferred Stock and Parity Preferred for the past Dividend Periods
shall have been fully paid. In such case, the entire Board of Directors will be increased by two directors.
(c) The Preferred Directors will be elected by a plurality of the votes cast in the election for a one-year term and each Preferred Director
will serve until his or her successor is duly elected and qualifies or until such Preferred Director’s right to hold the office terminates, whichever
occurs earlier, subject to such Preferred Director’s earlier death, disqualification, resignation or removal. The election will take place at (i) either (A)
a special meeting called in accordance with Section 7(d) below if the request is received more than 90 days before the date fixed for the Company’s
next annual or special meeting of stockholders or (B) the next annual or special meeting of stockholders if the request is received within 90 days
of the date fixed for the Company’s next annual or special meeting of stockholders, and (ii) at each subsequent annual meeting of
stockholders, or special meeting held in place thereof, until all such dividends in arrears on the Series L Preferred Stock and each such
class or series of outstanding Parity Preferred have been paid in full. A dividend in respect of Series L Preferred Stock shall be considered
timely made if made within two Business Days after the applicable Dividend Payment Date if at the time of such late payment date there shall not
be any prior quarterly Dividend Periods in respect of which full dividends were not timely made at the applicable Dividend Payment Date.
(d) At any time when such voting rights shall have vested, a proper officer of the Company shall call or cause to be called, upon
written request of holders of record of at least 10% of the outstanding shares of Series L Preferred Stock and Parity Preferred, a special meeting of
the holders of Series L Preferred Stock and each class or series of Parity Preferred by mailing or causing to be mailed to such holders a notice
of such special meeting to be held not fewer than ten or more than 45 days after the date such notice is given. The record date for determining
holders of the Series L Preferred Stock and Parity Preferred entitled to notice of and to vote at such special meeting will be the close of
business on the third Business Day preceding the day on which such notice is mailed. At any such annual or special meeting, all of the holders
of the Series L Preferred Stock and Parity Preferred, by plurality vote, voting together as a single class without regard to class or series will
be entitled to elect two directors on the basis of one vote per $25.00 of liquidation preference to which such Series L Preferred Stock and
Parity Preferred are entitled by their terms (excluding amounts in respect of accumulated and unpaid dividends) and not cumulatively. The
holder or holders of one-third of the Series L Preferred Stock and Parity Preferred voting as a single class then outstanding, present in person
or by proxy, will constitute a quorum for the election of the Preferred Directors except as otherwise provided by law. Notice of all
meetings at which holders of the Series L Preferred Stock and the Parity Preferred shall be entitled to vote will be given to such holders at their
addresses as they appear in the transfer records. At any such meeting or adjournment thereof in the absence of a quorum, subject to the provisions
of any applicable law, a majority of the holders of the Series L Preferred Stock and Parity Preferred voting as a single class present in person
or by proxy shall have the power to adjourn the meeting for the election of the Preferred Directors, without notice other than an announcement at the
meeting, until a quorum is present. If a Preferred Dividend Default shall terminate after the notice of a special meeting has been given but before
such special meeting has been held, the Company shall, as soon as practicable after such termination, mail or cause to be mailed notice of such
termination to holders of the Series L Preferred Stock and the Parity Preferred that would have been entitled to vote at such special meeting.
(e) If and when all accumulated dividends on such Series L Preferred Stock and all classes or series of Parity Preferred for the past
Dividend Periods shall have been fully paid, the right of the holders of Series L Preferred Stock and the Parity Preferred to elect such additional two
directors shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the term of office of each
Preferred Director so elected shall terminate and the entire Board of Directors shall be reduced accordingly. Any Preferred Director may be
removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a
majority of the outstanding Series L Preferred Stock and the Parity Preferred entitled to vote thereon when they have the voting rights set
forth in Section 7(b) hereof (voting as a single class). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a
Preferred Director may be filled by written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the
holders of record of a majority of the outstanding Series L Preferred Stock when they have the voting rights described above (voting as a
single class with all other classes or series of Parity Preferred). Each of the Preferred Directors shall be entitled to one vote on any matter.
(f) So long as any shares of Series L Preferred Stock remain outstanding, the affirmative vote or consent of the holders of two-thirds of
the shares of Series L Preferred Stock and each other class or series of Parity Preferred outstanding at the time, given in person or by proxy,
either in writing or at a meeting (voting together as a single class)

will be required to: (i) authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of capital stock
ranking senior to the Series L Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or
winding up of the Company (collectively, “Senior Capital Stock”) or reclassify any authorized shares of capital stock of the Company into such
capital stock, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such Senior Capital
Stock; or (ii) amend, alter or repeal the provisions of the Charter, including the terms of the Series L Preferred Stock, whether by merger,
consolidation, transfer or conveyance of all or substantially all of its assets or otherwise (an “Event”), so as to materially and adversely affect
any right, preference, privilege or voting power of the Series L Preferred Stock; provided however, with respect to the occurrence of any of
the Events set forth in (ii) above, so long as the Series L Preferred Stock remains outstanding with the terms thereof materially unchanged,
taking into account that, upon the occurrence of an Event set forth in (ii) above, the Company may not be the surviving entity, the
occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges or voting power of
Series L Preferred Stock, and in such case such holders shall not have any voting rights with respect to the occurrence of any of the
Events set forth in (ii) above. In addition, if the holders of the Series L Preferred Stock receive the greater of the full trading price of the Series
L Preferred Stock on the date of an Event set forth in (ii) above or the $25.00 liquidation preference per share of the Series L Preferred Stock
pursuant to the occurrence of any of the Events set forth in (ii) above, then such holders shall not have any voting rights with respect to the
Events set forth in (ii) above. If any Event set forth in (ii) above would materially and adversely affect the rights, preferences, privileges
or voting powers of the Series L Preferred Stock disproportionately relative to other classes or series of Parity Preferred, the affirmative vote of
the holders of at least two-thirds of the outstanding shares of the Series L Preferred Stock, voting separately as a class, will also be required.
Holders of shares of Series L Preferred Stock shall not be entitled to vote with respect to (A) any increase in the total number of authorized
shares of Common Stock or Preferred Stock of the Company, or (B) any increase in the number of authorized shares of Series L Preferred
Stock or the creation or issuance of any other class or series of capital stock, or (C) any increase in the number of authorized shares of any
other class or series of capital stock, in each case referred to in clause (A), (B) or (C) above ranking on parity with or junior to the Series L
Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the
Company. Except as set forth herein, holders of the Series L Preferred Stock shall not have any voting rights with respect to, and the consent
of the holders of the Series L Preferred Stock shall not be required for, the taking of any corporate action, including an Event, regardless of the
effect that such corporate action or Event may have upon the powers, preferences, voting power or other rights or privileges of the Series L
Preferred Stock.
(g) The foregoing voting provisions of this Section 7 shall not apply if, at or prior to the time when the act with respect to which such vote
would otherwise be required shall be effected, all outstanding shares of Series L Preferred Stock shall have been redeemed or called for
redemption upon proper notice pursuant to these Articles Supplementary, and sufficient funds, in cash, shall have been deposited in trust
to effect such redemption.
(h) In any matter in which the Series L Preferred Stock may vote (as expressly provided herein), each share of Series L Preferred Stock
shall be entitled to one vote per $25.00 of liquidation preference.
Section 8. Conversion. The shares of Series L Preferred Stock are not convertible into or exchangeable for any other property or
securities of the Company, except as provided in this Section 8.
(a) Upon the occurrence of a Change of Control, each holder of shares of Series L Preferred Stock shall have the right, unless, prior to
the Change of Control Conversion Date, the Company has provided or provides notice of its election to redeem the Series L Preferred Stock
pursuant to the Redemption Right or Special Optional Redemption Right, to convert some or all of the Series L Preferred Stock held by such
holder (the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of Common Stock per
share of Series L Preferred Stock to be converted (the “Common Stock Conversion Consideration”) equal to the lesser of (A) the quotient
obtained by dividing (i) the sum of (x) the $25.00 liquidation preference per share of Series L Preferred Stock to be converted plus (y) the
amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control
Conversion Date is after a Dividend Record Date and prior to the corresponding Dividend Payment Date, in which case no additional amount
for such accrued and unpaid dividends will be included in such sum) by (ii) the Common Stock Price (as defined herein) and (B) 0.38518 (the
“Share Cap”), subject to the immediately succeeding paragraph.
The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of the
Common Stock), subdivisions or combinations (in each case, a “Share Split”) with respect to the Common Stock as follows: the adjusted
Share Cap as the result of a Share Split shall be the number of shares of Common Stock that is equivalent to the product obtained by multiplying (i)
the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of Common Stock
outstanding after giving effect to such Share Split and the denominator of which is the number of shares of Common Stock outstanding
immediately prior to such Share Split.


For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock
(or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable in connection with the exercise of the Change
of Control Conversion Right shall not exceed 4,622,160 shares of Common Stock (or equivalent Alternative Conversion Consideration, as
applicable), subject to increase to the extent the underwriters’ option to purchase additional shares of Series L Preferred Stock in the initial
public offering of Series L Preferred Stock is exercised, not to exceed 5,315,484 shares of Common Stock in total (or equivalent Alternative
Conversion Consideration, as applicable) (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits
on the same basis as the corresponding adjustment to the Share Cap.
In the case of a Change of Control pursuant to which shares of Common Stock shall be converted into cash, securities or other
property or assets (including any combination thereof) (the “Alternative Form Consideration”), a holder of shares of Series L Preferred Stock
shall receive upon conversion of such shares of Series L Preferred Stock the kind and amount of Alternative Form Consideration which such holder
would have owned or been entitled to receive upon the Change of Control had such holder held a number of shares of Common Stock equal to
the Common Stock Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion
Consideration”; and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to a
Change of Control, shall be referred to herein as the “Conversion Consideration”).
In the event that holders of Common Stock have the opportunity to elect the form of consideration to be received in
the Change of Control, the Conversion Consideration will be deemed to be the kind and amount of consideration actually received by
holders of a majority of the Common Stock that voted for such an election (if electing between two types of consideration) or holders of a plurality
of the Common Stock that voted for such an election (if electing between more than two types of consideration), as the case may be, and
will be subject to any limitations to which all holders of Common Stock are subject, including, without limitation, pro rata reductions
applicable to any portion of the consideration payable in the Change of Control.
The “Change of Control Conversion Date” shall be a Business Day set forth in the notice of Change of Control provided in
accordance with Section 8(c) below that is no less than 20 days nor more than 35 days after the date on which the Company provides such notice
pursuant to Section 8(c).
The “Common Stock Price” shall be (i) if the consideration to be received in the Change of Control by the holders of
Common Stock is solely cash, the amount of cash consideration per share of Common Stock or (ii) if the consideration to be received in the
Change of Control by holders of Common Stock is other than solely cash (x) the average of the closing sale prices per share of Common
Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of
the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including,
the effective date of the Change of Control as reported on the principal U.S. securities exchange on which the Common Stock is then
traded, or (y) the average of the last quoted bid prices for the Common Stock in the over-the-counter market as reported by OTC Markets
Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the effective date of the
Change of Control, if the Common Stock is not then listed for trading on a U.S. securities exchange.
(b) No fractional shares of Common Stock shall be issued upon the conversion of Series L Preferred Stock. In lieu of fractional shares,
holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.
(c) Within 15 days following the occurrence of a Change of Control, a notice of occurrence of the Change of Control, describing the
resulting Change of Control Conversion Right, shall be delivered to the holders of record of the shares of Series L Preferred Stock at their addresses
as they appear on the Company’s share transfer records and notice shall be provided to the Company’s transfer agent. No failure to give such
notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the conversion of any share of Series L
Preferred Stock except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the events constituting the
Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series L Preferred Stock may exercise
their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Change of Control
Conversion Date; (vi) that if, prior to the Change of Control Conversion Date, the Company has provided or provides notice of its election to
redeem all or any portion of the Series L Preferred Stock, the holder will not be able to convert shares of Series L Preferred Stock
designated for redemption and such shares of Series L Preferred Stock shall be redeemed on the related redemption date, even if they have
already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of
Alternative Conversion Consideration entitled to be received per share of Series L Preferred Stock; (viii) the name and address of the paying
agent and the conversion agent; and (ix) the procedures that the holders of Series L Preferred Stock must follow to exercise the Change of
Control Conversion Right.

(d) The Company shall issue a press release for publication on the Dow Jones & Company, Inc., Business Wire, PR Newswire or
Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press
organization as is reasonably calculated to broadly disseminate the relevant information to the public), or post notice on the Company’s
website, in any event prior to the opening of business on the first Business Day following any date on which the Company provides notice
pursuant to Section 8(c) above to the holders of Series L Preferred Stock.
(e) In order to exercise the Change of Control Conversion Right, a holder of shares of Series L Preferred Stock shall be required to
deliver, on or before the close of business on the Change of Control Conversion Date, the certificates (if any) representing the shares of
Series L Preferred Stock to be converted, duly endorsed for transfer, together with a written conversion notice completed, to the Company’s
transfer agent. Such notice shall state: (i) the relevant Change of Control Conversion Date;
(ii) the number of shares of Series L Preferred Stock to be converted; and (iii) that the shares of Series L Preferred Stock are to be converted
pursuant to the applicable provisions of these Articles Supplementary. Notwithstanding the foregoing, if the shares of Series L Preferred
Stock are held in global form, such notice shall comply with applicable procedures of The Depository Trust Company (“DTC”).
(f) Holders of Series L Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part)
by a written notice of withdrawal delivered to the Company’s transfer agent prior to the close of business on the Business Day prior to the Change of
Control Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series L Preferred Stock; (ii) if certificated
shares of Series L Preferred Stock have been issued, the certificate numbers of the shares of withdrawn Series L Preferred Stock; and (iii) the
number of shares of Series L Preferred Stock, if any, which remain subject to the conversion notice. Notwithstanding the foregoing, if the shares
of Series L Preferred Stock are held in global form, the notice of withdrawal shall comply with applicable procedures of DTC.
(g) Shares of Series L Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for
which the conversion notice has not been properly withdrawn shall be converted into the applicable Conversion Consideration in
accordance with the Change of Control Conversion Right on the Change of Control Conversion Date, unless, prior to the Change of
Control Conversion Date, the Company has provided or provides notice of its election to redeem such shares of Series L Preferred Stock,
whether pursuant to its Redemption Right or Special Optional Redemption Right. If the Company elects to redeem shares of Series L Preferred
Stock that would otherwise be converted into the applicable Conversion Consideration on a Change of Control Conversion Date, such shares of
Series L Preferred Stock shall not be so converted and the holders of such shares shall be entitled to receive on the applicable redemption
date $25.00 per share, plus any accrued and unpaid dividends thereon to, but not including, the redemption date.
(h) The Company shall deliver the applicable Conversion Consideration no later than the third Business Day following the Change
of Control Conversion Date.
(i) Notwithstanding anything to the contrary contained herein, no holder of shares of Series L Preferred Stock will be entitled to
convert such shares of Series L Preferred Stock into shares of Common Stock to the extent that receipt of such shares of Common Stock
would cause the holder of such shares of Common Stock (or any other person) to have actual ownership, Beneficial Ownership or
Constructive Ownership (each as defined in Section 9(a) hereof) in excess of the Ownership Limit (as defined in Section 9(a) hereof), the
Aggregate Stock Ownership Limit (as defined in Section 9(a) hereof), or such other limit as permitted by the Board of Directors or a committee
thereof pursuant to Section 9(i) hereof.
Section 9. Restrictions on Ownership and Transfer to Preserve Tax Benefit.
(a) Definitions. For the purposes of Section 5 and this Section 9 of these Articles Supplementary, the following terms shall have
the following meanings:
“Aggregate Stock Ownership Limit” has the meaning set forth in Article VI of the Charter.
“Beneficial Ownership” shall mean ownership of Series L Preferred Stock by a Person who is or would be treated as an owner
of such Series L Preferred Stock either actually or constructively through the application of Section 544 of the Code, as modified by
Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall
have the correlative meanings.
“Capital Stock” has the meaning set forth in Article VI of the Charter.

“Charitable Beneficiary” shall mean one or more beneficiaries of a Trust, as determined pursuant to Section 9(c)
(vi) of these Articles Supplementary, each of which shall be an organization described in Sections 170(b)(1)(A), 170(c)
(2) and 501(c)(3) of the Code.
“Code” shall mean the Internal Revenue Code of 1986, as amended. All section references to the Code shall include any
successor provisions thereof as may be adopted from time to time.
“Constructive Ownership” shall mean ownership of Series L Preferred Stock by a Person who is or would be treated as
an owner of such Series L Preferred Stock either actually or constructively through the application of Section 318 of the Code,
as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively
Owned” shall have the correlative meanings.
“Individual” means an individual, a trust qualified under Section 401(a) or 501(c)(17) of the Code, a portion of a trust
permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, or a private foundation
within the meaning of Section 509(a) of the Code, provided that a trust described in Section 401(a) of the Code and exempt from
tax under Section 501(a) of the Code shall be excluded from this definition.
“IRS” means the United States Internal Revenue Service.
“Market Price” shall mean the last reported sales price reported on the NYSE of the Series L Preferred Stock on the Trading
Day immediately preceding the relevant date, or if the Series L Preferred Stock is not then traded on the NYSE, the last reported
sales price of the Series L Preferred Stock on the Trading Day immediately preceding the relevant date as reported on any
exchange or quotation system over which the Series L Preferred Stock may be traded, or if the Series L Preferred Stock is not
then traded over any exchange or quotation system, the market price of the Series L Preferred Stock on the relevant date as
determined in good faith by the Board of Directors of the Company.
“Ownership Limit” shall mean 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding
shares of Series L Preferred Stock of the Company. The number and value of shares of outstanding Series L Preferred Stock of
the Company shall be determined by the Board of Directors in good faith, which determination shall be conclusive for all purposes
hereof.
“Person” shall mean an Individual, corporation, partnership, limited liability company, estate, trust (including a trust
qualified under Section 401(a) or 501(c)(17) of the Code), association, joint stock company or other entity; but does not include
an underwriter acting in a capacity as such in a public offering of shares of Series L Preferred Stock provided that the ownership of such
shares of Series L Preferred Stock by such underwriter would not result in the Company being “closely held” within the meaning of
Section 856(h) of the Code, or otherwise result in the Company failing to qualify as a REIT.
“Purported Beneficial Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a
transfer to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the Purported Record Transferee, unless the
Purported Record Transferee would have acquired or owned shares of Series L Preferred Stock for another Person who is the
beneficial transferee or beneficial owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.
“Purported Record Transferee” shall mean, with respect to any purported Transfer (or other event) which results in a transfer
to a Trust, as provided in Section 9(b)(ii) of these Articles Supplementary, the record holder of the Series L Preferred Stock if such
Transfer had been valid under Section 9(b)(i) of these Articles Supplementary.
“REIT” shall mean a real estate investment trust under Sections 856 through 860 of the Code.
“Restriction Termination Date” shall mean the first day after the date hereof on which the Board of Directors of the
Company determines that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT.
“Trading Day” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not
quoted on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which
the Common Stock is listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the
principal other market on which the Common Stock is then traded or quoted.


“Transfer” shall mean any sale, issuance, transfer, gift, assignment, devise or other disposition of Series L Preferred
Stock as well as any other event that causes any Person to Beneficially Own or Constructively Own Series L Preferred Stock, including
(i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Series L Preferred Stock or
(ii) the sale, transfer, assignment or other disposition of any securities (or rights convertible into or exchangeable for Series L
Preferred Stock), whether voluntary or involuntary, whether such transfer has occurred of record or beneficially or Beneficially or
Constructively (including but not limited to transfers of interests in other entities which result in changes in Beneficial or
Constructive Ownership of Series L Preferred Stock), and whether such transfer has occurred by operation of law or otherwise.
“Trust” shall mean each of the trusts provided for in Section 9(c) of these Articles Supplementary.
“Trustee” shall mean any Person unaffiliated with the Company, or a Purported Beneficial Transferee, or a Purported Record
Transferee, that is appointed by the Company to serve as trustee of a Trust.
(b) Restriction on Ownership and Transfers.
(i)Prior to the Restriction Termination Date, but subject to Section 9(l):
(A) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Beneficially Own shares of
Series L Preferred Stock in excess of the Ownership Limit and (2) no Person shall Beneficially Own shares of Series L
Preferred Stock that, taking into account any other Capital Stock Beneficially Owned by such Person, would result in such
Person Beneficially Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(B) except as provided in Section 9(i) of these Articles Supplementary, (1) no Person shall Constructively Own
shares of Series L Preferred Stock in excess of the Ownership Limit and (2) no Person shall Constructively Own shares of Series
L Preferred Stock that, taking into account any other Capital Stock Constructively Owned by such Person, would result in
such Person Constructively Owning Capital Stock in excess of the Aggregate Stock Ownership Limit;
(C) no Person shall Beneficially Own or Constructively Own Series L Preferred Stock which, taking into account any
other Capital Stock of the Company Beneficially or Constructively Owned by such Person, would result in the Company
being “closely held” within the meaning of Section 856(h) of the Code, or otherwise failing to qualify as a REIT
(including but not limited to Beneficial or Constructive Ownership that would result in the Company owning (actually or
Constructively) an interest in a tenant that is described in Section 856(d)(2)
(B) of the Code if the income derived by the Company (either directly or indirectly through one or more subsidiaries) from
such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).
(ii)If, prior to the Restriction Termination Date, any Transfer or other event occurs that, if effective, would result in any
Person Beneficially or Constructively Owning Series L Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, (A) then that
number of shares of Series L Preferred Stock that otherwise would cause such Person to violate Section 9(b)(i) of these Articles
Supplementary (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable
Beneficiary, as described in Section 9(c), effective as of the close of business on the Business Day prior to the date of such Transfer or other
event, and such Purported Beneficial Transferee shall thereafter have no rights in such shares or (B) if, for any reason, the transfer to the
Trust described in clause (A) of this sentence is not automatically effective as provided therein to prevent any Person from Beneficially
or Constructively Owning Series L Preferred Stock in violation of Section 9(b)(i) of these Articles Supplementary, then the Transfer of that
number of shares of Series L Preferred Stock that otherwise would cause any Person to violate Section 9(b)(i) shall be void ab initio, and the
Purported Beneficial Transferee shall have no rights in such shares.
(iii)Subject to Section 9(l) and prior to the Restriction Termination Date, any Transfer of Series L Preferred Stock that, if
effective, would result in the capital stock of the Company being beneficially owned by fewer than 100 Persons (determined without reference to
any rules of attribution) shall be void ab initio, and the intended transferee shall acquire no rights in such Series L Preferred Stock.
(c) Transfers of Series L Preferred Stock in Trust.
(i) Upon any purported Transfer or other event described in Section 9(b)(ii) of these Articles Supplementary, such Series
L Preferred Stock shall be deemed to have been transferred to the Trustee in his capacity as


trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective
as of the close of business on the Business Day prior to the purported Transfer or other event that results in a transfer to the Trust
pursuant to Section 9(b)(ii). The Trustee shall be appointed by the Company and shall be a Person unaffiliated with the Company, any
Purported Beneficial Transferee or any Purported Record Transferee. Each Charitable Beneficiary shall be designated by the Company as
provided in Section 9(c)(vi) of these Articles Supplementary.
(ii)Series L Preferred Stock held by the Trustee shall be issued and outstanding Series L Preferred Stock of the Company. The
Purported Beneficial Transferee or Purported Record Transferee shall have no rights in the shares of the Series L Preferred Stock held by the
Trustee. The Purported Beneficial Transferee or Purported Record Transferee shall not benefit economically from ownership of any shares held
in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares of
Series L Preferred Stock held in the Trust.
(iii)The Trustee shall have all voting rights and rights to dividends with respect to Series L Preferred Stock held in the Trust,
which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or distribution paid to or on behalf of
the Purported Record Transferee or Purported Beneficial Transferee prior to the discovery by the Company that shares of Series L Preferred
Stock have been transferred to the Trustee shall be paid to the Trustee upon demand, and any dividend or distribution declared but unpaid
shall be paid when due to the Trustee with respect to such Series L Preferred Stock. Any dividends or distributions so paid over to the
Trustee shall be held in trust for the Charitable Beneficiary. The Purported Record Transferee and Purported Beneficial Transferee shall
have no voting rights with respect to the Series L Preferred Stock held in the Trust and, subject to Maryland law, effective as of the date
the Series L Preferred Stock has been transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (A) to
rescind as void any vote cast by a Purported Record Transferee with respect to such Series L Preferred Stock prior to the discovery by the
Company that the Series L Preferred Stock has been transferred to the Trustee and (B) to recast such vote in accordance with the desires of the
Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible corporate
action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding any other provision of these Articles
Supplementary to the contrary, until the Company has received notification that the Series L Preferred Stock has been transferred into a Trust,
the Company shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders
entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.
(iv) Within 20 days of receiving notice from the Company that shares of Series L Preferred Stock have been transferred to the
Trust, the Trustee of the Trust shall sell the shares of Series L Preferred Stock held in the Trust to a Person, designated by the Trustee, whose
ownership of the shares of Series L Preferred Stock will not violate the ownership limitations set forth in Section 9(b)(i). Upon such sale, the
interest of the Charitable Beneficiary in the shares of Series L Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and to the Charitable Beneficiary as provided in this Section 9(c)(iv). The
Purported Record Transferee shall receive the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series L
Preferred Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not
involve a purchase of such shares of Series L Preferred Stock at Market Price, the Market Price of such shares of Series L Preferred Stock on
the day of the event which resulted in the transfer of such shares of Series L Preferred Stock to the Trust) and (B) the price per share received
by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares of Series L Preferred
Stock held in the Trust. The Trustee may reduce the amount payable to the Purported Record Transferee by the amount of dividends and
distributions which have been paid to the Purported Record Transferee and are owed by the Purported Record Transferee to the Trustee
pursuant to Section 9(c)(iii). Any net sales proceeds in excess of the amount payable to the Purported Record Transferee shall be
immediately paid to the Charitable Beneficiary together with any dividends or other distributions thereon. If, prior to the discovery by the
Company that shares of such Series L Preferred Stock have been transferred to the Trustee, such shares of Series L Preferred Stock are sold
by a Purported Record Transferee then (1) such shares of Series L Preferred Stock shall be deemed to have been sold on behalf of the Trust and
(2) to the extent that the Purported Record Transferee received an amount for such shares of Series L Preferred Stock that exceeds the amount that
such Purported Record Transferee was entitled to receive pursuant to this Section 9(c)(iv), such excess shall be paid to the Trustee upon
demand.
(v) Series L Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its
designee, at a price per share equal to the lesser of (A) the price paid by the Purported Record Transferee for the shares of Series L Preferred
Stock in the transaction that resulted in such transfer to the Trust (or, if the event which resulted in the transfer to the Trust did not involve a
purchase of such shares of Series L Preferred Stock at Market Price, the Market Price of such shares of Series L Preferred Stock on the day
of the event which resulted in the transfer of such shares of Series L Preferred Stock to the Trust) and (B) the Market Price on the date the
Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Purported Record Transferee by the
amount of dividends and distributions which have been paid to the Purported Record Transferee and are owed by the


Purported Record Transferee to the Trustee pursuant to Section 9(c)(iii). The Company shall have the right to accept such offer until the
Trustee has sold the shares of Series L Preferred Stock held in the Trust pursuant to Section 9(c)(iv). Upon such a sale to the Company, the
interest of the Charitable Beneficiary in the shares of Series L Preferred Stock sold shall terminate and the Trustee shall distribute the net
proceeds of the sale to the Purported Record Transferee and any dividends or other distributions held by the Trustee with respect to such
Series L Preferred Stock shall thereupon be paid to the Charitable Beneficiary.
(vi) By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable
Beneficiary of the interest in the Trust such that the Series L Preferred Stock held in the Trust would not violate the restrictions set forth in Section
9(b)(i) in the hands of such Charitable Beneficiary.
(d) Remedies For Breach. If the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall at any
time determine in good faith that a Transfer or other event has taken place in violation of Section 9(b) of these Articles Supplementary or that a
Person intends to acquire, has attempted to acquire or may acquire beneficial ownership (determined without reference to any rules of
attribution), Beneficial Ownership or Constructive Ownership of any shares of Series L Preferred Stock of the Company in violation of Section
9(b) of these Articles Supplementary, the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take
such action as it deems advisable to refuse to give effect or to prevent such Transfer, including, but not limited to, causing the Company to
redeem shares of Series L Preferred Stock, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to
enjoin such Transfer; provided, however, that any Transfers (or, in the case of events other than a Transfer, ownership or Constructive Ownership
or Beneficial Ownership) in violation of Section 9(b)(i) of these Articles Supplementary, shall automatically result in the transfer to a Trust
as described in Section 9(b)(ii) and any Transfer in violation of Section 9(b)(iii) shall automatically be void ab initio irrespective of any action
(or non-action) by the Board of Directors.
(e) Notice of Restricted Transfer. Any Person who acquires or attempts to acquire shares of Series L Preferred Stock in violation of Section
9(b) of these Articles Supplementary, or any Person who is a Purported Beneficial Transferee such that an automatic transfer to a Trust results
under Section 9(b)(ii) of these Articles Supplementary, shall immediately give written notice to the Company of such event and shall provide to
the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer or attempted Transfer on
the Company’s status as a REIT.
(f) Owners Required To Provide Information. Prior to the Restriction Termination Date each Person who is a beneficial owner or
Beneficial Owner or Constructive Owner of Series L Preferred Stock and each Person (including the stockholder of record) who is holding
Series L Preferred Stock for a beneficial owner or Beneficial Owner or Constructive Owner shall provide to the Company such information that
the Company may request, in good faith, in order to determine the Company’s status as a REIT.
(g) Remedies Not Limited. Nothing contained in these Articles Supplementary (but subject to Section 9(l) of these Articles
Supplementary) shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect
the Company and the interests of its stockholders by preservation of the Company’s status as a REIT.
(h) Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Section 9 of these Articles Supplementary,
including any definition contained in Section 9(a), the Board of Directors shall have the power to determine the application of the provisions of
this Section 9 with respect to any situation based on the facts known to it (subject, however, to the provisions of Section 9(l) of these
Articles Supplementary). In the event Section 9 requires an action by the Board of Directors and these Articles Supplementary fail to provide
specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as
such action is not contrary to the provisions of Section 9. Absent a decision to the contrary by the Board of Directors (which the Board of
Directors may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 9(b)) acquired Beneficial
or Constructive Ownership of Series L Preferred Stock in violation of Section 9(b)(i), such remedies (as applicable) shall apply first to the
shares of Series L Preferred Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of
Series L Preferred Stock, which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually
owned) by such Person, pro rata among the Persons who actually own such shares of Series L Preferred Stock based upon the relative
number of the shares of Series L Preferred Stock held by each such Person.
(i)Exceptions.
(i) Subject to Section 9(b)(i)(C), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Beneficially Owning shares of Series L Preferred Stock in violation of Section 9(b)(i)(A) if the Board
of Directors determines that such exemption will not cause

any Individual’s Beneficial Ownership of shares of Capital Stock to violate the Aggregate Stock Ownership Limit and that such exemption will
not cause the Company to fail to qualify as a REIT under the Code.
(ii) Subject to Section 9(b)(i)(C), the Board of Directors in its sole discretion, may exempt (prospectively or retroactively) a
Person from the limitation on a Person Constructively Owning shares of Series L Preferred Stock in violation of Section 9(b)(i)(B), if the Board
of Directors determines that such ownership would not cause the Company to fail to qualify as a REIT under the Code.
(iii)Subject to Section 9(b)(i)(C) and the remainder of this Section 9(i)(iii), the Board of Directors may from time to time
increase or decrease the Ownership Limit; provided, however, that the decreased Ownership Limit will not be effective for any Person whose
percentage ownership of Series L Preferred Stock is in excess of such decreased Ownership Limit until such time as such Person's percentage
of Series L Preferred Stock equals or falls below the decreased Ownership Limit, but any further acquisition of Series L Preferred Stock in excess
of such percentage ownership of Series L Preferred Stock will be in violation of the Ownership Limit, and, provided further, that the new
Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49% in value of the outstanding capital stock of the
Company.
(iv) In granting a Person an exemption under Section 9(i)(i) or (ii) above, the Board of Directors may require such Person to
make certain representations or undertakings or to agree that any violation or attempted violation of such representations or undertakings
(or other action which is contrary to the restrictions contained in Section 9(b) of these Articles Supplementary) will result in such Series L Preferred
Stock being transferred to a Trust in accordance with Section 9(b)(ii) of these Articles Supplementary. In granting any exception pursuant to Section
9(i)(i) or (ii) of these Articles Supplementary, the Board of Directors may require a ruling from the IRS, or an opinion of counsel, in either
case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to
determine or ensure the Company's status as a REIT.
(j)Legends. Each certificate for Series L Preferred Stock shall bear substantially the following legends in addition to any legends
required to comply with federal and state securities laws:
Classes of Stock
“THE COMPANY IS AUTHORIZED TO ISSUE CAPITAL STOCK OF MORE THAN ONE CLASS, CONSISTING OF COMMON
STOCK AND ONE OR MORE CLASSES OF PREFERRED STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO
DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF ANY CLASS OF THE PREFERRED STOCK
BEFORE THE ISSUANCE OF SHARES OF SUCH CLASS OF PREFERRED STOCK. THE COMPANY WILL FURNISH,
WITHOUT CHARGE, TO ANY STOCKHOLDER MAKING A WRITTEN REQUEST THEREFOR, A COPY OF THE COMPANY’S
CHARTER AND A WRITTEN STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, CONVERSION OR
OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS,
QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE
COMPANY HAS THE AUTHORITY TO ISSUE AND, IF THE COMPANY IS AUTHORIZED TO ISSUE ANY PREFERRED OR
SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES
OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS
AND PREFERENCES OF SUBSEQUENT SERIES. REQUESTS FOR SUCH WRITTEN STATEMENT MAY BE DIRECTED TO THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
Restriction on Ownership and Transfer
“THE SHARES OF THE COMPANY’S 5.200% SERIES L CUMULATIVE REDEEMABLE PREFERRED STOCK (“SERIES L
PREFERRED STOCK”) REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND
CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS
AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE ARTICLES
SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES L PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS
MORE RESTRICTIVE) OF THE OUTSTANDING SERIES L PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY
BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF SERIES L PREFERRED STOCK THAT, TAKING INTO ACCOUNT
ANY OTHER CAPITAL STOCK OF THE

COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN SUCH PERSON
BENEFICIALLY OR CONSTRUCTIVELY OWNING CAPITAL STOCK WITH A VALUE IN EXCESS OF 9.8% OF THE VALUE OF
THE COMPANY’S OUTSTANDING CAPITAL STOCK; (iii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN
SHARES OF SERIES L PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER CAPITAL STOCK OF THE
COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE COMPANY BEING
“CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY
AS A REIT; AND (iv) ANY TRANSFER OF SHARES OF SERIES L PREFERRED STOCK THAT, IF EFFECTIVE, WOULD
RESULT IN THE CAPITAL STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS
WILL BE VOID AB INITIO AND THE INTENDED TRANSFEREE WILL ACQUIRE NO RIGHTS IN SUCH SHARES OF SERIES L
PREFERRED STOCK. ANY 
PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO
BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON
TO BENEFICIALLY OR CONSTRUCTIVELY OWN SERIES L PREFERRED STOCK IN EXCESS OF THE ABOVE
LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR
OWNERSHIP IN (i) THROUGH (iii) ABOVE ARE VIOLATED, THE SERIES L PREFERRED STOCK REPRESENTED HEREBY IN
EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE
BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON
THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF
DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS
DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN
VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND WHICH
ARE DEFINED IN THE ARTICLES SUPPLEMENTARY FOR THE SERIES L PREFERRED STOCK SHALL HAVE THE MEANINGS
ASCRIBED TO THEM IN SUCH ARTICLES SUPPLEMENTARY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A
COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH
HOLDER OF SERIES L PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE
DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE.”
(k) Severability. If any provision of this Section 9 or any application of any such provision is determined to be invalid by any federal
or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of
such provision shall be affected only to the extent necessary to comply with the determination of such court.
(l)NYSE. Nothing in this Section 9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE.
The shares of Series L Preferred Stock that are the subject of such transaction shall continue to be subject to the provisions of this Section 9
after such settlement.
(m) Applicability of Section 9. The provisions set forth in this Section 9 shall apply to the Series L Preferred Stock notwithstanding any
contrary provisions of the Series L Preferred Stock provided for elsewhere in these Articles Supplementary.
Section 10. No Conversion Rights. The shares of Series L Preferred Stock shall not be convertible into or exchangeable for any
other property or securities of the Company or any other entity, except as otherwise provided herein.
Section 11. Record Holders. The Company and its transfer agent may deem and treat the record holder of any Series L Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Company nor its transfer agent shall be affected by any notice to the
contrary.
Section 12. No Maturity or Sinking Fund. The Series L Preferred Stock has no maturity date, and no sinking fund has been
established for the retirement or redemption of Series L Preferred Stock; provided, however, that the Series L Preferred Stock owned by a
stockholder in excess of the Ownership Limit or Aggregate Stock Ownership Limit shall be subject to the provisions of Section 5 and Section 9
of these Articles Supplementary.
Section 13. Exclusion of Other Rights. The Series L Preferred Stock shall not have any preferences or other rights, voting powers,
restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption other than expressly set
forth in the Charter and these Articles Supplementary.

Section 14. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and
shall not affect the interpretation of any of the provisions hereof.
Section 15. Severability of Provisions. If any preferences or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption of the Series L Preferred Stock set forth in the Charter and these Articles
Supplementary are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or
other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of
Series L Preferred Stock set forth in the Charter which can be given effect without the invalid, unlawful or unenforceable provision thereof
shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to dividends or
other distributions, qualifications or terms or conditions of redemption of the Series L Preferred Stock herein set forth shall be deemed
dependent upon any other provision thereof unless so expressed therein.
Section 16. No Preemptive Rights. No holder of Series L Preferred Stock shall be entitled to any preemptive rights to subscribe for or
acquire any unissued shares of capital stock of the Company (whether now or hereafter authorized) or securities of the Company convertible
into or carrying a right to subscribe to or acquire shares of capital stock of the Company.
FOURTH: The Series L Preferred Stock have been classified and designated by the Board of Directors under the authority
contained in the Charter.
FIFTH: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by
law.
SIXTH: These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for
record.
SEVENTH: The undersigned Chief Executive Officer acknowledges these Articles Supplementary to be the corporate act of the
Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties
for perjury.

IN WITNESS WHEREOF, the Company has caused these Articles Supplementary to be executed in its name and on its behalf by its
Chief Executive Officer as of the date first written above.
DIGITAL REALTY TRUST, INC.
By:
/s/ Joshua A. Mills Name:Joshua
A. Mills
Title: Executive Vice President, General Counsel and
Secretary
ATTEST:
DIGITAL REALTY TRUST, INC.
By:
/s/ Jeannie Lee Name:
Jeannie Lee
Title: Senior Vice President, Deputy General Counsel and
Assistant Secretary

DIGITAL REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the first two sentences
of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 502,000,000 shares of stock, consisting of 392,000,000 shares of Common Stock,
$.01 par value per share (“Common Stock”), and 110,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”).
The aggregate par value of all authorized shares of stock having par value is $5,020,000.
SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing
amendment of the Charter was 425,000,000 shares of stock, consisting of 315,000,000 shares of Common Stock, $.01 par value per share, and
110,000,000 shares of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value was
$4,250,000.
THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of
the Charter is 502,000,000 shares of stock, consisting of 392,000,000 shares of Common Stock, $.01 par value per share, and 110,000,000 shares
of Preferred Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $5,020,000.
FOURTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by
the foregoing amendment of the Charter.
FIFTH: The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as
required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of
the Corporation.
SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters
or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf
by its Executive Vice President, General Counsel and Secretary and attested to by its Chief Financial Officer on this 9th day of March, 2020.
ATTEST:
/s/ Andrew P. Power Name:
Andrew P. Power
Title: Chief Financial Officer
DIGITAL REALTY TRUST, INC.
By:
/s/
Joshua
A.
Mills
Name:
Joshua
A.
Mills
Title:  Executive Vice
President, General Counsel
and Secretary

DIGITAL REALTY TRUST, INC.
ARTICLES OF AMENDMENT
Digital Realty Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST:  The charter of the Corporation (the “Charter”) is hereby amended by deleting therefrom in their entirety the first two sentences
of Section 5.1 of Article V and inserting in lieu thereof two new sentences to read as follows:
The Corporation has authority to issue 612,000,000 shares of stock, consisting of 502,000,000 shares of Common Stock, $.01 par value
per share (“Common Stock”), and 110,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”).  The aggregate 
par value of all authorized shares of stock having par value is $6,120,000.
SECOND:  The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing 
amendment of the Charter was 502,000,000 shares of stock, consisting of 392,000,000 shares of Common Stock, $.01 par value per share, and 110,000,000 
shares of Preferred Stock, $.01 par value per share.  The aggregate par value of all authorized shares of stock having par value was $5,020,000.
THIRD:  The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the 
Charter is 612,000,000 shares of stock, consisting of 502,000,000 shares of Common Stock, $.01 par value per share, and 110,000,000 shares of Preferred 
Stock, $.01 par value per share.  The aggregate par value of all authorized shares of stock having par value is $6,120,000.
FOURTH:  The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed
by the foregoing amendment of the Charter.
FIFTH:  The foregoing amendment of the Charter was approved by a majority of the entire Board of Directors of the Corporation as 
required by law and was limited to a change expressly authorized by Section 2-105(a)(13) of the MGCL without any action by the stockholders of the 
Corporation.
SIXTH:  The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or 
facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true 
in all material respects and that this statement is made under the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its
Chief Executive Officer and attested to by its Executive Vice President, General Counsel and Secretary on this 23rd day of December, 2024.
DIGITAL REALTY TRUST, INC.
By:  
/s/ Andrew P. Power
        Name:  Andrew P. Power
        Title:    President and Chief Executive Officer
ATTEST:
/s/ Jeannie Lee
Name:  Jeannie Lee
Title:    Executive Vice President, General Counsel and Secretary
​
​ ​
​
​ 
​
​
​

Exhibit 19.1
1
INSIDER TRADING: ALL EMPLOYEES
 
Policy Overview
This Policy governs the efforts of Digital Realty Trust, Inc., including its subsidiaries and affiliates (together,
“Company”), to prevent insider trading. Preventing insider trading is necessary to comply with securities laws,
including without limitation, U.S. federal and state laws and the EU Market Abuse Regulation (“MAR”), and to
preserve the reputation and integrity of the Company as well as that of all persons and entities affiliated with it.
“Insider trading” is illegal and occurs when any person purchases or sells a security while in possession of inside
information relating to the security. As explained below, “inside information” is information that is considered to
be both “material” and “non-public.” All information that you learn about the Company, a Restricted Company
(as defined below), or any other company is potentially material, non-public information until it is publicly
disclosed.
Questions regarding this Policy should be directed to the Office of the General Counsel of the Company
(“Securities Compliance Office” or “SCO”) at securitiescompliance@digitalrealty.com.
Who is Covered by the Policy
This Policy applies to:
●
All members of the Board of Directors (“Directors”) of the Company;
●
All officers and employees of the Company; and
●
All contractors and consultants of the Company.
The above individuals are referred to, collectively, as “Covered Persons” and, individually, as a “Covered
Person” under this Policy. This Policy applies to any entities controlled by the Company.
This Policy also applies to transactions by each Covered Person’s:
(i) spouse, children, or other relatives living in the same household (“Family Members”); and
(ii) any entities controlled by Covered Persons and their Family Members, including any corporations,
limited liability companies, partnerships, or trusts (“Related Parties”).
This Policy extends to all activities within and outside a Covered Person’s duties at the Company. Every Covered
Person must review, understand, and comply with this Policy.
In addition, Covered Persons subject to the provisions of Section  16 (“Reporting Persons”) of the Securities
Exchange Act of 1934, as amended (“1934 Act”), and members of the Company’s management team that report
directly to the Company’s Chief Executive Officer (“Management Members”) must comply with the
preclearance requirements explained below. 
Prohibition of Insider Trading and Statement of Procedures to Prevent Insider Trading
Insider Trading Policy
Covered Persons shall not purchase or sell any type of security while in possession of material, non-public
information relating to the security, whether the issuer of such security is the Company, a Restricted Company, or
any other company.   Covered Persons shall not directly or indirectly tip material, non-public information to
anyone (as explained further below). 

Exhibit 19.1
2
Further, Covered Persons shall not directly or indirectly communicate material, non-public information to
anyone other than to disclose in the course of performing their duties for the Company on a need-to-know basis
to officers and employees of the Company. In addition, material, non-public information should generally not be
communicated to anyone outside the Company other than on a need-to-know basis to parties subject to
confidentiality obligations or as may be required by applicable law or legal process.
Statement of Procedures to Prevent Insider Trading
The following procedures have been established, and will be maintained and enforced, by the Company to
prevent inadvertent violations of applicable securities laws and to avoid the appearance of impropriety in
connection with the purchase and sale of the securities of the Company or a Restricted Company. All Covered
Persons must follow these procedures.
Restricted Trading Periods Applicable to All Covered Persons
Covered Persons shall not purchase or sell any Company security during the period beginning two weeks
before the end of any fiscal quarter of the Company and ending two days after the public release of earnings
data for such fiscal quarter (“Quarterly Blackout Period”).*†
The Company reserves the right to restrict, at its sole discretion and at any time, Covered Persons from trading in
any Company or Restricted Company securities to reduce the risk of insider trading and/or in the event that
potentially material, non-public information about the Company or a Restricted Company exists.
Special Restricted Trading Periods Applicable to Designated Persons
In addition to prohibitions on trading during Quarterly Blackout Periods, the Company may impose special
blackout periods (i.e., periods during which certain individuals shall not purchase or sell any Company
securities) on certain individuals as determined by the SCO. In the event an individual becomes subject to a
special blackout period, such persons will be notified by the SCO and will be prohibited from (a) trading in
Company securities* ‡  until further notified that the special blackout period has ended and (b) disclosing to
others, including to brokers or third-party advisors§, that a special blackout period has been designated.
The following individuals will be subject to special blackout periods as determined by the SCO:
(i) All Reporting Persons, including Directors;
(ii) All Management Members and their secretaries or assistants, if any;
(iii)Certain officers of the Company (i.e., Covered Persons with titles Vice President or above);
(iv) Certain members of designated Company departments; and
* Trading restrictions during Quarterly Blackout Periods and special blackout periods as well as preclearance
requirements do not apply to: (i) transactions made under an approved 10b5-1 Plan (described below); (ii) certain
transactions made in accordance with the rules governing the Employee Stock Purchase Plan (discussed further
below); (iii) exercises of stock options or other equity awards, that in each case does not involve a market sale of
Company securities; (iv) the surrender of shares to the Company in payment of the exercise price or in
satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement
(i.e., “net settlement”), that in each case does not involve a market sale of Company securities; or (v) vesting of
equity-based awards, that does not involve a market sale of Company securities.
§ For the avoidance of doubt, you may tell your broker or third-party advisor not to trade in Company securities
when you are subject to a special blackout period, however, you cannot tell your broker or third-party advisor
that a special blackout period is in place.

Exhibit 19.1
3
(v) Such other employees that the SCO may designate because of their position with the Company and
access to potentially material, non-public information (each, a “Designated Person”).
Special blackout periods also apply to Family Members and Related Parties of Designated Persons. A Designated
Person is responsible for ensuring that Family Members and Related Parties comply with this Policy.
The Designated Persons who are subject to a special blackout period may be changed by the Company, as
circumstances require from time to time.
Preclearance of Trades in Company Securities Applicable to All Reporting Persons and Management
Members
Reporting Persons and Management Members must preclear with the SCO all transactions in Company
securities (including without limitation, acquisitions and dispositions of Company common stock, the exercise
of stock options, and the sale of Company common stock issued upon exercise of stock options). If after
consultation with the SCO, it is determined that the Company and/or such Reporting Person or Management
Member is in possession of potentially material, non-public information, there may be no trading in Company
securities.***
Preclearance of Trades in Restricted Company Securities Applicable to All Reporting Persons and
Management Members
Reporting Persons and Management Members must preclear with the SCO all transactions in Restricted
Company securities. If after consultation with the SCO, it is determined that the Company and/or such Reporting
Person or Management Member is in possession of potentially material, non-public information regarding a
Restricted Company, there may be no trading in such Restricted Company securities.
As used in this Policy, “Restricted Company” means those companies designated by the SCO, which
designations may be updated from time to time and are circulated regularly (no less than once a year and at the
time of any updates) to all Reporting Persons and Management Members. All Reporting Persons and
Management Members are responsible for contacting the SCO regarding any transaction that potentially involves
the securities of a Restricted Company.
Transactions Pursuant to 10b5-1 Plans and Preclearance of 10b5-1 Plans
Under Rule 10b-5 of the 1934 Act, a person violates insider trading laws if they trade in Company securities at a
time when they are aware of material, non-public information regardless of whether they used the information in
making the trade. However, Rule 10b5-1 provides for an affirmative defense to certain insider trading violations
if, prior to becoming aware of the information a person, in good faith, entered into a binding contract for the sale
or purchase of Company securities, provided irrevocable instructions to
* Trading restrictions during Quarterly Blackout Periods and special blackout periods as well as preclearance
requirements do not apply to: (i) transactions made under an approved 10b5-1 Plan (described below); (ii) certain
transactions made in accordance with the rules governing the Employee Stock Purchase Plan (discussed further
below); (iii) exercises of stock options or other equity awards, that in each case does not involve a market sale of
Company securities; (iv) the surrender of shares to the Company in payment of the exercise price or in
satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement
(i.e., “net settlement”), that in each case does not involve a market sale of Company securities; or (v) vesting of
equity-based awards, that does not involve a market sale of Company securities.

Exhibit 19.1
4
another person to execute the trade, or adopted a written plan for trading securities. Such contracts, irrevocable
instructions, and plans are commonly referred to as “10b5-1 Plans”. To be fully protected, a person establishing
such a plan cannot deviate from or amend the plan in any respect at a time he or she is aware of any material,
non-public information about the Company and must act in good faith with respect to the 10b5-1 Plan.
●
To comply with this Policy, a 10b5-1 Plan must be approved in writing by the SCO and meet the
requirements of Rule 10b5-1 under the 1934 Act and applicable state securities laws.
●
Any proposed amendment to, alteration of, or deviation from an existing 10b5-1 Plan and termination of
an existing 10b5-1 Plan must be approved in writing by the SCO.
●
Individuals may not adopt more than one 10b5-1 Plan at a time except for the limited circumstances
permitted by Rule 10b5-1 and subject to preapproval by the SCO.
●
In connection with a request for approval, the Covered Person must provide the SCO with a copy of the
10b5-1 Plan proposed to be entered into or adopted by the Covered Person. Requests for a new 10b5-1
Plan or amendments or terminations to existing 10b5-1 Plans must be submitted for approval to the SCO
at least 1 week prior to the anticipated effective date of the 10b5-1 Plan. Under Rule 10b5-1, all 10b5-1
Plans are subject to minimum waiting periods (of at least 30 days, and at least 90 days, as applicable, for
Reporting Persons, including Directors) before any transaction pursuant to the Plans can begin.
●
Other than as noted above, the SCO will not consider the conformity of the 10b5-1 Plan to, or the
compliance of the 10b5-1 Plan with, the requirements of Rule 10b5-1 or any applicable law, which shall
be solely the responsibility of the Covered Person.
If after consultation with the SCO, it is determined that the Company and/or such Covered Person is in
possession of potentially material, non-public information, the Covered Person will not be permitted to enter
into, adopt, amend, or terminate the 10b5-1 Plan at such time. The Company reserves the right to publicly
disclose or respond to inquiries from the media regarding the adoption, modification, or termination of a 10b5-1
Plan and non-Rule 10b5-1 trading arrangements, or the execution of transactions made under a 10b5-1 Plan. The
Company also reserves the right from time to time to suspend, discontinue, or otherwise prohibit transactions
under a 10b5-1 Plan if the SCO, in its discretion, determines that such suspension, discontinuation, or other
prohibition is in the best interests of the Company. Compliance of a 10b5-1 Plan with the terms of Rule 10b5-1
and the execution of transactions pursuant to the 10b5-1 Plan are the sole responsibility of the person initiating
the 10b5-1 Plan, and none of the Company, members of the SCO, or the Company’s other employees assumes
any liability for any delay in reviewing and/or refusing to approve a 10b5-1 Plan submitted for approval, nor the
legality or consequences relating to a person entering into, informing the Company of, or trading under, a 10b5-1
Plan.
With respect to any purchase or sale under a 10b5-1 Plan, the third party effecting transactions on a Covered
Person’s behalf should be instructed to send duplicate confirmations of all such transactions to the SCO.
No Covered Person shall establish, amend, or terminate a 10b5-1 Plan providing for transactions in any
Company security: (i) while in possession of material, non-public information; (ii) during any Quarterly
Blackout Period; or (iii) when a special blackout period applicable to such person is in effect.
Employee Stock Purchase Plan
The trading prohibitions and restrictions set forth in this Policy do not apply to periodic contributions to, or the
acquisition of Company securities under, the Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan, as
amended (“ESPP”), in each case, pursuant to the terms and conditions of the ESPP or the employees’ advance
instructions. However, a Covered Person may not sell Company securities acquired

Exhibit 19.1
5
under the ESPP or initiate, alter, or terminate instructions regarding the purchase or sale of Company securities in
the ESPP: (i) while aware of material, non-public information; (ii) during a Quarterly Blackout Period or when a
special blackout period applicable to such person is in effect; and (iii) in the case of Reporting Persons and
Management Members, prior to being precleared by the SCO. The surrender of shares to the Company in
satisfaction of any tax withholding obligations in a manner permitted under the ESPP (i.e., “net settlement”) that
does not involve a market sale of Company securities is permitted under this Policy.
Information Relating to the Company
Access to Information 
Access to potentially material, non-public information about the Company, including the Company’s business,
earnings, or prospects, should be limited to Covered Persons on a need-to-know basis. In addition, such
information should generally not be communicated to anyone outside the Company. In communicating
potentially material, non-public information, all Covered Persons must take care to emphasize the need for
confidential treatment of such information and adherence to the Company’s policies with regard to confidential
information. 
Inquiries from Third Parties 
Inquiries from third parties, such as industry analysts or members of the media, about the Company should be
directed to the Investor Relations Department.
Limitations on Access to Company Information 
The following procedures are designed to maintain confidentiality with respect to the Company’s business
operations and activities: 
1.
All Covered Persons should take all steps and precautions necessary to restrict access to, and secure,
potentially material, non-public information by, among other things: 
●
Maintaining the confidentiality of Company-related transactions;
●
Conducting business and social activities so as not to risk inadvertent disclosure of confidential
information (e.g., review of confidential documents in public places should be conducted so as to
prevent access by unauthorized persons);
●
Not participating in any Internet site or other mode of communication that is available to members of the
public (including, but not limited to, message or bulletin boards, Twitter, Facebook, Yahoo Finance,
Motley Fool, etc.) that includes posting of any information regarding the Company;
●
Restricting access to documents and files (including computer files) containing material, non-public
information to individuals on a need-to-know basis (including maintaining control over the distribution
of documents and drafts of documents);
●
Promptly removing and cleaning up all confidential documents and other materials from conference
rooms following the conclusion of any meetings;
●
Properly disposing of confidential documents and other papers under the Company’s document retention
policies after there is no longer any business or other legally required need, through shredders when
appropriate;
●
Restricting access to physical areas likely to contain confidential documents or material, non-public
information; and

Exhibit 19.1
6
●
Not discussing any Company matter in public places where the information could be overheard, such as
in elevators, restrooms, hallways, restaurants, trains, airports, airplanes, Uber rides, or taxicabs.
2.
Personnel involved with potentially material, non-public information, to the extent feasible, should conduct
their business and activities in areas separate from other Company activities.
Prohibited Transactions and Avoidance of Certain Aggressive or Speculative Trading
Covered Persons, their respective Family Members, and Related Parties should ordinarily not participate directly
or indirectly in transactions involving trading activities, which by their aggressive or speculative nature may give
rise to an appearance of impropriety. Covered Persons shall comply with the following policies with respect to
certain transactions in the Company securities:
Short Sales
Short sales of the Company’s securities (a sale of securities that are not
then owned) are prohibited by this Policy.
Publicly-Traded Options
Transactions in puts, calls, or other derivative securities involving the
Company’s equity securities, on an exchange or in any other organized
market, are prohibited by this Policy.
Hedging Transactions
Certain forms of hedging or monetization transactions, such as zero-cost
collars and forward sale contracts allow a Covered Person to continue to
own Company securities, but without the full risks and rewards of
ownership. These transactions are prohibited by this Policy.
Purchasing Company Securities
on Margin; Pledging Company
Securities to Secure Margin or
Other Loans
Purchasing Company securities on margin (borrowing from a brokerage
firm, bank or other entity to purchase the Company’s securities) is
prohibited by this Policy. Pledging the Company’s securities as collateral to
secure loans is also prohibited, unless approved in advance in writing by
the SCO. This prohibition means, among other things, that you cannot hold
the Company’s securities in a “margin account.”
Standing 
Orders 
to 
Sell 
or
Purchase Company Securities
Standing orders, including, but not limited to, limit orders and stop orders
(except such orders under approved 10b5-1 Plans), are prohibited by this
Policy.
Explanation of Insider Trading
“Insider trading” is illegal and refers to the purchase or sale of a security while in possession of “material”, “non-
public” information relating to the security. “Securities” include not only stocks, bonds, notes and debentures,
but also options, warrants, and similar instruments. “Purchase” and “sale” are defined broadly under the federal
securities laws and other securities laws as may be applicable. “Purchase” includes not only the actual purchase
of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale
of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range
of transactions, including conventional cash-for-stock transactions, conversions, and acquisitions and exercises
of warrants or puts, calls, or other options related to a security. It is generally understood that insider trading
includes the following:
●
Trading by insiders while in possession of material, non-public information;
●
Trading by persons other than insiders while in possession of material, non-public information where the
information either was given in breach of an insider’s fiduciary duty to keep it confidential or was
misappropriated; or

Exhibit 19.1
7
●
Communicating, disclosing, or tipping material, non-public information to others, including
recommending the purchase or sale of a security while in possession of such information.
What Facts Are Material?
The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial
likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a
security, or where the fact is likely to have a significant effect on the market price of the security. Material
information can include information about something that is likely to happen or just that it might happen.
Material information can be positive or negative.
While it is not possible to identify all information that would be deemed “material,” the following types of
information ordinarily could be considered material: dividends or stock splits, corporate earnings or earnings
forecasts, possible mergers or acquisitions, a change in management, the gain or loss of a significant customer or
supplier, major litigation, significant borrowings or financings, defaults on borrowings, cybersecurity incidents,
and bankruptcies. This is a partial list and does not include all circumstances and information that may be
material.
The rules related to insider trading are often complex, not always intuitive, and carry severe consequences. If you
have any questions or concerns about whether you possess potentially material, non-public information about the
Company or a Restricted Company (if you are a Reporting Person or Management Member), you should contact
the SCO before you buy or sell any Company or Restricted Company securities.
WHEN IN DOUBT, DO NOT TRADE.
What Is Non-Public?
Information is “non-public” if it has not been widely disseminated to the public in a Regulation FD-compliant
method, such as through major newswire services, national news services or financial news services, or in a
filing with the U.S. Securities and Exchange Commission (“SEC”). The circulation of rumors, even if accurate
and reported in the media, does not constitute effective public dissemination. In addition, even after a public
announcement, a reasonable period of time must lapse in order for the market to react to the information.
Generally, one should allow approximately forty-eight hours following publication as a reasonable waiting
period before such information is deemed to be public.
 
“Material, non-public information” as explained above corresponds with the definition of the term “inside
information” of Art. 7 of the MAR which defines “Inside Information” as:
•
Information of a precise nature, which has not been made public;
•
Relating, directly or indirectly, to the company (in addition to other issuers where applicable) and its
shares, debt instruments or to the financial instruments linked thereto; and
•
Which, if it were made public, would be likely to have a significant effect on the prices of those financial
instruments.
Who Is an Insider?
“Insiders” include all officers, directors, and employees of a company (and its subsidiaries), and anyone else who
has material, inside information about a company. All officers, directors, and employees of the Company (and its
subsidiaries) should consider themselves insiders with respect to material, non-public information about the
Company’s business, activities, and securities. Insiders may not trade in the

Exhibit 19.1
8
Company’s securities while in possession of material, non-public information relating to the Company, nor tip or
disclose such information to others. Trading by an insider’s Family Members or Related Parties could subject the
insider to legal sanctions and disciplinary action.
Trading by Persons Other than Insiders 
Insiders may be liable for communicating, or otherwise disclosing or tipping material, non-public information to
a third party (“tippee”). Tippees who trade on material, non-public information tipped to them or any other
individuals who trade on material, non-public information can also be liable for insider trading. In other words, a
tippee’s liability for insider trading is no different from that of an insider. Tippees can obtain material, non-public
information by receiving overt tips from others or through, among other things, conversations overheard at
social, business, or other gatherings.
Size of Transaction and Reason for Transaction Do Not Matter
The size of the transaction or the amount of profit received does not have to be significant to result in
prosecution. The SEC performs routine market surveillance and aggressively investigates even small insider
trading violations. The reason for the transaction also does not matter to result in prosecution.
Examples of Insider Trading
Examples of insider trading cases include actions brought against: (i) insiders who traded in a company’s
securities after learning of significant confidential corporate developments; (ii) friends, business associates,
Family Members, and other tippees of insiders who traded in company securities after receiving confidential
information; (iii) government employees who learned of confidential information in the course of their
employment; and (iv) other persons who misappropriated, and took advantage of, confidential information from
their employers.
Post-Termination Transactions
U.S. federal and other securities laws, as well as certain foreign laws, continue to apply to transactions in
Company securities even after termination of employment or contracting or consulting services. If you are in
possession of material, non-public information when your service with the Company terminates, you may not
trade in Company securities until that information has become public or is no longer material.
Penalties and Consequences for Insider Trading or Violating the Insider Trading Policy
The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or
tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay the loss suffered
by the person who purchased securities from or sold securities to the insider tippee, pay civil penalties up to three
(3) times the profit made or loss avoided, pay a criminal penalty of up to five million dollars ($5,000,000.00),
and serve a jail term of up to twenty (20) years. The Company and/or supervisors of the person violating the
rules may also be required to pay major civil or criminal penalties. Furthermore, a private action may be brought
against a person who trades on inside information by any person who bought or sold before the inside
information became public, not just the person from whom the securities were bought or to whom the securities
were sold. Insider trading violations are not limited to violations of the U.S. federal securities laws. Other U.S.
federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud, and the Racketeer
Influenced and Corrupt Organizations Act (RICO), also may be violated upon the occurrence of insider trading.

Exhibit 19.1
9
Pursuant to the MAR, intentionally infringing the prohibition on insider dealing (Art. 14 a) MAR),
recommending that another person engage in insider dealing or inducing that person to engage in insider dealing
(Art. 14 b) MAR), and unlawfully disclosing inside information (Art. 14 c) MAR) are subject to imprisonment or
the imposition of a fine pursuant to Section 38 para. 3 of the German Securities Trading Act
(Wertpapierhandelsgesetz - WpHG). Any attempt to engage in any of the above acts is also subject to criminal
sanctions. Disciplinary sanctions, including administrative fines of up to €10 million under the German
Administrative Offense Act (OWiG, “Gesetz über Ordnungswidrigkeiten”), may also be imposed on a company
for commission by the company’s employees or representatives of any of the acts.
Other applicable securities laws similarly impose penalties for violations of such laws.
In addition, violation of this Policy could result in serious disciplinary actions by the Company, including
termination of employment.
Inquiries Related to the Insider Trading Policy
Please send any inquiries about this Policy to securitiescompliance@digitalrealty.com.
Policy Revised May 9, 2024

Exhibit 19.1
10
The following are Restricted Companies:
[*]
Annex A Revised January 15, 2024
[*] Confidential information has been omitted because it is both (i) not material and (ii) would be competitively
harmful if publicly disclosed.


Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Entity Name
Jurisdiction of Incorporation
1100 Space Park Holding Company LLC
Delaware
1100 Space Park LLC
Delaware
1525 Comstock Partners, LLC
California
1550 Space Park Partners, LLC
Delaware
200 Paul Holding Company, LLC
Delaware
200 Paul, LLC
Delaware
2001 Sixth Holdings LLC
Delaware
2001 Sixth LLC
Delaware
2020 Fifth Avenue LLC
Delaware
2020 Fifth Holdings LLC
Delaware
2045-2055 LaFayette Street, LLC
Delaware
2334 Lundy Holding Company LLC
Delaware
2334 Lundy LLC
Delaware
651 Walsh Partners, LLC
Delaware
Alshain Ventures LLC
Delaware
Ascenty Cayman Holding Ltd
Cayman Islands
Ascenty Chile SpA
Chile
Ascenty Colombia S.A.S.
Colombia
Ascenty Data Centers e Telecomunicoes S.A.
Brazil
Ascenty DC US LLC
Delaware
Ascenty Holding Brasil S.A.
Brazil
Ascenty Latam Holding Ltd
United Kingdom (England and Wales)
Ascenty Mexico, S. de R.L. de C.V.
Mexico
Ascenty U.S. Holding, LLC
Delaware
Ashburn Corporate Center Owners Association, Inc.
Virginia
Ashburn Corporate Center Phase I Unit Owners Association
Virginia
BAM DLR Chennai Private Limited
India
BAM DLR Data Center Services Private Limited
India
BAM DLR Kolkata Private Limited
India
BAM DLR Mumbai Private Limited
India
BAM DLR Network Services Private Limited
India
Beaver Ventures LLC
Delaware
Blue Sling ACC 10, LLC
Delaware
Blue Sling ACC 2, LLC
Delaware
Blue Sling ACC 9, LLC
Delaware
Blue Sling Ventures, LLC
Delaware
Collins Technology Park Partners, LLC
Delaware
Colo Properties Atlanta, LLC
Delaware
Cosmic Ventures LLC
Delaware
DBT, LLC
Maryland
DDI Dallas 1, LLC
Delaware
DDI Garland, LLC
Delaware
DDI Lewisville, LLC
Delaware
Devin Shafron E and F Land Condominium Owners Association, Inc.
Virginia
DF Property Manangement LLC
Delaware

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
DFT Canada LP LLC
Delaware
DFT Moose GP LLC
Delaware
DGA Centennial Holding, LLC
Delaware
DGA Centennial, LLC
Delaware
Digital - Bryan Street Partnership, L.P.
Texas
Digital 113 N. Myers, LLC
Delaware
Digital 1201 Comstock, LLC
Delaware
Digital 1231 Comstock, LLC
Delaware
Digital 125 N. Myers, LLC
Delaware
Digital 128 First Avenue, LLC
Delaware
Digital 1350 Duane, LLC
Delaware
Digital 1550 Space Park, LLC
Delaware
Digital 1725 Comstock, LLC
Delaware
Digital 2020 Fifth Avenue Investor, LLC
Delaware
Digital 2121 South Price, LLC
Delaware
Digital 2260 East El Segundo, LLC
Delaware
Digital 365 Main, LLC
Delaware
Digital 3825 NW Aloclek Place, LLC
Delaware
Digital 55 Middlesex, LLC
Delaware
Digital 60 & 80 Merritt, LLC
Delaware
Digital 717 GP, LLC
Delaware
Digital 717 Leonard, L.P.
Texas
Digital 717 LP, LLC
Delaware
Digital 720 2nd, LLC
Delaware
Digital 89th Place, LLC
Delaware
Digital Africa JV B.V.
Netherlands
Digital Akard, LLC
Delaware
Digital Alfred, LLC
Delaware
Digital Alma Road, L.P.
Delaware
Digital Aquila 101 Holding, L.P.
Delaware
Digital Aquila 101 REIT, LLC
Delaware
Digital Aquila 101, LLC
Delaware
Digital Aquila 2, LLC
Delaware
Digital Aquila, LLC
Delaware
Digital Ashburn CS, LLC
Delaware
Digital Asia, LLC
Delaware
Digital Australia Finco Pty Ltd
Australia
Digital Australia Investment Management Pty Limited
Australia
Digital Barcelona RE 1 S.L.U.
Spain
Digital BH 800 Holdco, LLC
Delaware
Digital BH 800 M, LLC
Delaware
Digital BH 800, LLC
Delaware
Digital Bowser, LLC
Delaware
Digital Cabot, LLC
Delaware
Digital Cadillac Services, LLC
Delaware
Digital Carver Brickyard Holding, LLC
Delaware
Digital Carver Brickyard Investor, LLC
Delaware
Digital Carver Brickyard JV, LLC
Delaware
Digital Carver Brickyard Manager, LLC
Delaware

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Digital Carver Brickyard, LLC
Delaware
Digital Carver Dulles 5 Holding, LLC
Delaware
Digital Carver Dulles 5 Investor, LLC
Delaware
Digital Carver Dulles 5 JV, LLC
Delaware
Digital Carver Dulles 5, LLC
Delaware
Digital Carver Dulles Manager, LLC
Delaware
Digital Carver Fechenheim 23 B.V.
Netherlands
Digital Carver Fechenheim 23 Holding B.V.
Netherlands
Digital Carver Fechenheim 23 OpCo GmbH
Germany
Digital Carver Fechenheim 23 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim 24 B.V.
Netherlands
Digital Carver Fechenheim 24 Holding B.V.
Netherlands
Digital Carver Fechenheim 24 OpCo GmbH
Germany
Digital Carver Fechenheim 24 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim 25 B.V.
Netherlands
Digital Carver Fechenheim 25 Holding B.V.
Netherlands
Digital Carver Fechenheim 25 OpCo GmbH
Germany
Digital Carver Fechenheim 25 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim 26 B.V.
Netherlands
Digital Carver Fechenheim 26 Holding B.V.
Netherlands
Digital Carver Fechenheim 26 OpCo GmbH
Germany
Digital Carver Fechenheim 26 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim 27 B.V.
Netherlands
Digital Carver Fechenheim 27 Holding B.V.
Netherlands
Digital Carver Fechenheim 27 OpCo GmbH
Germany
Digital Carver Fechenheim 27 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim Holding B.V.
Netherlands
Digital Carver Fechenheim Investor B.V.
Netherlands
Digital Carver Fechenheim JV B.V.
Netherlands
Digital Carver Fechenheim, LLC
Delaware
Digital Carver Les Ulis Holding 2 B.V.
Netherlands
Digital Carver Les Ulis Holding B.V.
Netherlands
Digital Carver Les Ulis Investor B.V.
Netherlands
Digital Carver Les Ulis JV B.V.
Netherlands
Digital Carver Les Ulis Mezzco B.V.
Netherlands
Digital Carver Les Ulis Pledgeco B.V.
Netherlands
Digital Cavalier Holding, LLC
Delaware
Digital Cavalier Investor, LLC
Delaware
Digital Cavalier Manager, LLC
Delaware
Digital Cavalier Venture, LLC
Delaware
Digital Cedar Park, LLC
Delaware
Digital Chelsea, LLC
Delaware
Digital Chestnut 1, LLC
Delaware
Digital Chestnut 2, LLC
Delaware
Digital Chestnut 3, LLC
Delaware
Digital Chestnut 4, LLC
Delaware
Digital Chestnut 5, LLC
Delaware
Digital Chestnut Holding, LLC
Delaware
Digital China, LLC
Delaware

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Digital Collins 908 GP, LLC
Delaware
Digital Collins 908 Holding, L.P.
Delaware
Digital Collins 908 REIT, LLC
Delaware
Digital Collins 908, L.P.
Delaware
Digital Collins Technology Park Investor, LLC
Delaware
Digital Commerce Boulevard, LLC
Delaware
Digital Connect, LLC
Delaware
Digital Constellation B.V.
Netherlands
Digital Copenhagen 1 ApS
Denmark
Digital Copenhagen 2 ApS
Denmark
Digital Copenhagen 3 ApS
Denmark
Digital Core REIT
Singapore
Digital Core REIT Management Pte. Ltd.
Singapore
Digital CR Singapore 1 Pte. Ltd.
Singapore
Digital CR Singapore 2 Pte. Ltd.
Singapore
Digital CR Singapore 3 Pte. Ltd.
Singapore
Digital CR Singapore 4 Pte. Ltd.
Singapore
Digital CR Singapore 5 Pte. Ltd.
Singapore
Digital CR Singapore 6 Pte. Ltd.
Singapore
Digital CR Singapore Holding, LLC
Delaware
Digital CR Singapore Investor, LLC
Delaware
Digital CR US Employer, LLC
Delaware
Digital CR US REIT, Inc.
Maryland
Digital Crawley 1 Limited
Jersey
Digital Crawley 2 Limited
Jersey
Digital Crawley 3 Limited
Jersey
Digital Crete 1 Single Member P.C.
Greece
Digital Data Centres Ghana Ltd.
Ghana
Digital Deer Park 2, LLC
Delaware
Digital Deer Park 3, LLC
Delaware
Digital Devin Shafron B, LLC
Delaware
Digital Devin Shafron D, LLC
Delaware
Digital Doug Davis, LLC
Delaware
Digital DSE Investor, LLC
Delaware
Digital DSE Manager, LLC
Delaware
Digital Dugny SAS
France
Digital Dulles Land Condominium Unit Owners Association, Inc.
Virginia
Digital Dutch Finco B.V.
Netherlands
Digital Elk Grove 1, LLC
Delaware
Digital Elk Grove 2, LLC
Delaware
Digital Elk Grove 3, LLC
Delaware
Digital Elk Grove Investor 2, LLC
Delaware
Digital Elk Grove Investor, LLC
Delaware
Digital Elk Grove Manager, LLC
Delaware
Digital Elk Grove Venture 2, LLC
Delaware
Digital Elk Grove Venture, LLC
Delaware
Digital Erskine Park 2, LLC
Delaware
Digital Erskine Park 3, LLC
Delaware
Digital Erskine Park 4, LLC
Delaware

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Digital Euro Finco GP, LLC
Delaware
Digital Euro Finco Partner Limited
British Virgin Islands
Digital Euro Finco, L.P.
United Kingdom (Scotland)
Digital Euro Finco, LLC
Delaware
Digital Federal Systems, LLC
Delaware
Digital Filigree Holding, L.P.
Delaware
Digital Filigree REIT, LLC
Delaware
Digital Filigree, LLC
Delaware
Digital Forney, LLC
Delaware
Digital Fort Gillem, LLC
Delaware
Digital Frankfurt 2 B.V.
Netherlands
Digital Frankfurt GmbH
Germany
Digital Front, LLC
Delaware
Digital Fullerton, LLC
Delaware
Digital Garland 2B GP, LLC
Delaware
Digital Garland 2B Holding, L.P.
Delaware
Digital Garland 2B L.P.
Delaware
Digital Garland 2B REIT, LLC
Delaware
Digital Garland 2C GP, LLC
Delaware
Digital Garland 2C Holding, L.P.
Delaware
Digital Garland 2C REIT, LLC
Delaware
Digital Garland 2C, L.P.
Delaware
Digital Garland Campbell, L.P.
Delaware
Digital Garland Ferris, L.P,
Delaware
Digital Garland, LLC
Delaware
Digital Germany Cheetah GmbH
Germany
Digital Germany Holding, LLC
Delaware
Digital Gold Investor, LLC
Delaware
Digital Gold Manager, LLC
Delaware
Digital Gold Sterling, LLC
Delaware
Digital Gold Venture, LLC
Delaware
Digital Gough, LLC
Delaware
Digital Grand Avenue 2, LLC
Delaware
Digital Grand Avenue 3, LLC
Delaware
Digital Grand Avenue, LLC
Delaware
Digital Grange Castle B.V.
Netherlands
Digital Greenfield B.V.
Netherlands
Digital Greenspoint, L.P.
Texas
Digital Greenspoint, LLC
Delaware
Digital Grizzly Holding, L.P.
Delaware
Digital Grizzly REIT, LLC
Delaware
Digital HK JV Holding Limited
British Virgin Islands
Digital HK Kin Chuen Limited
Hong Kong
Digital Hong Kong, LLC
Delaware
Digital Hoofddorp 2 B.V.
Netherlands
Digital Hoofddorp B.V.
Netherlands
Digital India 2, LLC
Delaware
Digital India, LLC
Delaware
Digital Indonesia Holding Pte. Ltd.
Singapore

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Digital Indonesia Investor Pte. Ltd.
Singapore
Digital InterXion Holding, LLC
Delaware
Digital Intrepid Holding B.V.
Netherlands
Digital Investment Management Pte. Ltd.
Singapore
Digital Investments EMEA, LLC
Delaware
Digital Investments Holding, LLC
Delaware
Digital Israel Holding B.V.
Netherlands
Digital Japan 1 Pte. Ltd.
Singapore
Digital Japan 2 Pte. Ltd.
Singapore
Digital Japan Holding Pte. Ltd.
Singapore
Digital Japan Investment Management GK
Japan
Digital Japan, LLC
Delaware
Digital Jordan Holding, LLC
Delaware
Digital Jubilee, LLC
Delaware
Digital Korea, LLC
Delaware
Digital La Courneuve SCI
France
Digital Lafayette 2 JV, LLC
Delaware
Digital Lafayette 2, LLC
Delaware
Digital Lafayette 2045 Holding, L.P.
Delaware
Digital Lafayette 2045 REIT, LLC
Delaware
Digital Lafayette 2045, LLC
Delaware
Digital Lafayette Chantilly, LLC
Delaware
Digital Lafayette, LLC
Delaware
Digital Lakeside 2, LLC
Delaware
Digital Lakeside 3, LLC
Delaware
Digital Lakeside Holdings, LLC
Delaware
Digital Lakeside, LLC
Delaware
Digital Les Ulis 2 SAS
France
Digital Les Ulis Holding 2 SAS
France
Digital Les Ulis Holding SAS
France
Digital Les Ulis SNC
France
Digital Lewisville, LLC
Delaware
Digital London Limited
United Kingdom (England and Wales)
Digital Loudoun 3, LLC
Delaware
Digital Loudoun II, LLC
Delaware
Digital Loudoun IV, LLC
Delaware
Digital Loudoun Parkway Center North, LLC
Delaware
Digital Luxembourg II S.à r.l.
Luxembourg
Digital Luxembourg III Limited
Jersey
Digital Macquarie Park, LLC
Delaware
Digital Midway GP, LLC
Delaware
Digital Midway, L.P.
Texas
Digital Moores Chapel 2, LLC
Delaware
Digital Moores Chapel, LLC
Delaware
Digital Moran Holdings, LLC
Delaware
Digital MP, LLC
Delaware
Digital MRS5 SAS
France
Digital MRS6 SAS
France

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Digital Nash JV, LLC
Delaware
Digital Nash, LLC
Delaware
Digital Netherlands 11 B.V.
Netherlands
Digital Netherlands 12 B.V.
Netherlands
Digital Netherlands 13 B.V.
Netherlands
Digital Netherlands Holding B.V.
Netherlands
Digital Netherlands I B.V.
Netherlands
Digital Netherlands III (Dublin) B.V.
Netherlands
Digital Netherlands Investor B.V.
Netherlands
Digital Netherlands IV B.V.
Netherlands
Digital Netherlands IV Holdings B.V.
Netherlands
Digital Netherlands VIII B.V.
Netherlands
Digital Network Services, LLC
Delaware
Digital North Myers 3, LLC
Delaware
Digital Northlake, LLC
Delaware
Digital Norwood Park 2, LLC
Delaware
Digital Nova Investor, LLC
Delaware
Digital Nova Manager, LLC
Delaware
Digital Omega IV, LLC
Delaware
Digital Osaka 1 TMK
Japan
Digital Osaka 2 TMK
Japan
Digital Osaka 3 TMK
Japan
Digital Osaka 4 TMK
Japan
Digital Osaka 5 TMK
Japan
Digital Osaka 6 TMK
Japan
Digital Phoenix Van Buren, LLC
Delaware
Digital Piscataway, LLC
Delaware
Digital Porpoise JV, LLC
Delaware
Digital Porpoise, LLC
Delaware
Digital Printers Square, LLC
Delaware
Digital Quill JV, LLC
Delaware
Digital Realty (Blanchardstown) Limited
Ireland
Digital Realty (Management Company) Limited
Ireland
Digital Realty (UK) Limited
United Kingdom (England and Wales)
Digital Realty Austria GmbH
Austria
Digital Realty Canada, Inc.
British Columbia
Digital Realty Consulting Shanghai Limited
China
Digital Realty Core Properties 1 Investor, LLC
Delaware
Digital Realty Core Properties 1 Manager, LLC
Delaware
Digital Realty Datafirm 2, LLC
Delaware
Digital Realty Datafirm, LLC
Delaware
Digital Realty DC Management GP, LLC
Delaware
Digital Realty DC Management, LP
Delaware
Digital Realty DC Partners NA Fund-A, LP
Delaware
Digital Realty DC Partners NA Fund-B, LP
Delaware
Digital Realty DC Partners NA GP, LP
Delaware
Digital Realty DC Partners NA UGP, LLC
Delaware
Digital Realty Denmark ApS
Denmark

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Digital Realty Germany GmbH
Germany
Digital Realty Hellas Single Member S.A.
Greece
Digital Realty Holdings US, LLC
Delaware
Digital Realty Korea Ltd.
Korea, South
Digital Realty Management France SARL
France
Digital Realty Management Services, LLC
Delaware
Digital Realty Mauritius Holdings Limited
Mauritius
Digital Realty Netherlands B.V.
Netherlands
Digital Realty Property Manager, LLC
Delaware
Digital Realty Spain RE S.L.U.
Spain
Digital Realty Sweden AB
Sweden
Digital Realty Switzerland GmbH
Switzerland
Digital Realty Trust, L.P.
Maryland
Digital Realty Trust, LLC
Delaware
Digital Realty Vienna 2 GmbH
Austria
Digital Relocation Drive, LLC
Delaware
Digital Ringo Investor, LLC
Delaware
Digital Ringo Manager, LLC
Delaware
Digital San Jacinto, L.P.
Delaware
Digital Savvis HK Holding 1 Limited
British Virgin Islands
Digital Savvis HK JV Limited
British Virgin Islands
Digital Savvis Investment Management HK Limited
Hong Kong
Digital Savvis Management Subsidiary Limited
Hong Kong
Digital Schweiz Real Estate 4 GmbH
Switzerland
Digital Second Manassas 2, LLC
Delaware
Digital Second Manassas, LLC
Delaware
Digital Seoul 2 Ltd.
Korea, South
Digital Seoul No. 1 PIA Professional Investors Private Real Estate Investment LLC
Korea, South
Digital ServiceFabric 2, LLC
Delaware
Digital ServiceFabric, LLC
Delaware
Digital Services Hong Kong Limited
Hong Kong
Digital Services Korea Ltd.
Korea, South
Digital Services Phoenix, LLC
Delaware
Digital Services, Inc.
Maryland
Digital Sierra Insurance Limited
Texas
Digital Singapore 1 Pte. Ltd.
Singapore
Digital Singapore 2 Pte. Ltd.
Singapore
Digital Singapore Jurong East Pte. Ltd.
Singapore
Digital Sixth & Virginia, LLC
Delaware
Digital Sixth 2, LLC
Delaware
Digital Sling Investor, LLC
Delaware
Digital Space Park JV, LLC
Delaware
Digital Space Park, LLC
Delaware
Digital Speedway, LLC
Delaware
Digital Stellar Holding, LLC
Maryland
Digital Stellar Newco, LLC
Delaware
Digital Stellar Sub, LLC
Maryland
Digital Sterling 2 Holding, L.P.
Delaware

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Digital Sterling 2 REIT, LLC
Delaware
Digital Sterling 2, LLC
Delaware
Digital Sterling Premier, LLC
Delaware
Digital Stoughton  JV, LLC
Delaware
Digital Stout Holding, LLC
Delaware
Digital Texas GP, LLC
Delaware
Digital Third Second Manassas, LLC
Delaware
Digital Titan Holding B.V.
Netherlands
Digital Titan Pty Ltd.
South Africa
Digital Titan Services SA Pty Ltd
South Africa
Digital Tokyo 1 TMK
Japan
Digital Tokyo 2 TMK
Japan
Digital Toronto Nominee, Inc.
British Columbia
Digital Totowa 2 Holding, L.P.
Delaware
Digital Totowa 2 REIT, LLC
Delaware
Digital Totowa 2, LLC
Delaware
Digital Totowa, LLC
Delaware
Digital Towerview, LLC
Delaware
Digital Trade Street, LLC
Delaware
Digital Tupolevlaan B.V.
Netherlands
Digital UK Finco, LLC
Delaware
Digital US Finco, LLC
Delaware
Digital Venus, LLC
Delaware
Digital Vernon 2, LLC
Delaware
Digital Vernon 3, LLC
Delaware
Digital Vernon 4, LLC
Delaware
Digital Vernon, LLC
Delaware
Digital Walsh 1 JV, LLC
Delaware
Digital Walsh 1, LLC
Delaware
Digital Walsh 2 JV, LLC
Delaware
Digital Walsh 2, LLC
Delaware
Digital Walsh Holding, LLC
Delaware
Digital WBX 2, LLC
Delaware
Digital Western Lands, LLC
Delaware
Digital Winona JV, LLC
Delaware
Digital Winona, LLC
Delaware
Digital WL 0419, LLC
Delaware
Digital WL 1968, LLC
Delaware
Digital WL 2322, LLC
Delaware
Digital WL 2834, LLC
Delaware
Digital WL 3214, LLC
Delaware
Digital WL 5459, LLC
Delaware
Digital WL 5628, LLC
Delaware
Digital WL 9505-7891, LLC
Delaware
Digital-Bryan Street, LLC
Delaware
Digital-ME Devin Shafron E, LLC
Delaware
DIgital-ME DSE Venture, LLC
Delaware
Digital-Mivne G.P. Ltd.
Israel
Digital-Mivne JV, LP
Israel

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Digital-PR Mason King Court, LLC
Delaware
Digital-PR Old Ironsides 1, LLC
Delaware
Digital-PR Venture, LLC
Delaware
Digital-PR Zanker, LLC
Delaware
Dipper Ventures LLC
Delaware
DLR 800 Central, LLC
Delaware
DLR LLC
Maryland
DRT Greenspoint, LLC
Delaware
DRT-Bryan Street, LLC
Delaware
DuPont Fabros Technology, L.P.
Maryland
Fawn Ventures LLC
Delaware
Fox Properties LLC
Delaware
Gallant 1664, LLC
Delaware
GIP 7th Street Holding Company, LLC
Delaware
GIP 7th Street, LLC
Delaware
GIP Alpha General Partner, LLC
Delaware
GIP Alpha Limited Partner, LLC
Delaware
GIP Alpha, L.P.
Texas
GIP Stoughton, LLC
Delaware
Global Lafayette Street Holding Company, LLC
Delaware
Global Marsh General Partner, LLC
Delaware
Global Marsh Limited Partner, LLC
Delaware
Global Marsh Member, LLC
Delaware
Global Marsh Property Owner, L.P.
Texas
Global Miami Acquisition Company, LLC
Delaware
Global Miami Holding Company, LLC
Delaware
Global Stanford Place II, LLC
Delaware
Global Webb, L.P.
Texas
Global Webb, LLC
Delaware
Global Weehawken Acquisition Company, LLC
Delaware
Global Weehawken Holding Company, LLC
Delaware
Great Westerford Holdings Proprietary Limited
South Africa
Grizzly Ventures LLC
Delaware
Hawk Ventures LLC
Delaware
Hood 1703, LLC
Delaware
Icolo
Mauritius
Icolo Limited
Kenya
Icolo Mozambique, Limitada
Mozambique
InterXion B.V.
Netherlands
InterXion Belgium B.V.
Belgium
InterXion Carrier Hotel Limited
United Kingdom (England and Wales)
InterXion Consultancy Services B.V.
Netherlands
InterXion Croatia LLC
Croatia
InterXion Datacenters B.V.
Netherlands
InterXion España S.L.U.
Spain
InterXion Europe Limited
United Kingdom (England and Wales)
InterXion France SAS
France

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
InterXion HeadQuarters B.V.
Netherlands
InterXion II B.V.
Netherlands
InterXion Ireland DAC
Ireland
InterXion Nederland B.V.
Netherlands
InterXion Operational B.V.
Netherlands
InterXion Participation 1 B.V.
Netherlands
InterXion Real Estate Holding B.V.
Netherlands
InterXion Real Estate I B.V.
Netherlands
InterXion Real Estate II SARL
France
InterXion Real Estate III SARL
France
InterXion Real Estate IV B.V.
Netherlands
InterXion Real Estate IX B.V.
Belgium
InterXion Real Estate Limited
Kenya
InterXion Real Estate V B.V.
Netherlands
InterXion Real Estate VII GmbH
Austria
InterXion Real Estate VIII GmbH
Switzerland
InterXion Real Estate X B.V.
Netherlands
InterXion Real Estate XI SARL
France
InterXion Real Estate XII B.V.
Netherlands
InterXion Real Estate XIII B.V.
Netherlands
InterXion Real Estate XIV B.V.
Netherlands
InterXion Real Estate XV S.L.U.
Spain
InterXion Real Estate XVI B.V.
Netherlands
InterXion Real Estate XVIII B.V.
Netherlands
InterXion Real Estate XX SAS
France
InterXion Real Estate XXI GmbH
Switzerland
InterXion Real Estate XXII B.V.
Netherlands
InterXion Real Estate XXIV S.r.L.
Italy
InterXion Real Estate XXV SAS
France
InterXion Science Park B.V.
Netherlands
InterXion Telecom B.V.
Netherlands
InterXion Telecom Ltd.
United Kingdom (England and Wales)
InterXion Telecom S.r.L.
Italy
InterXion Trademarks B.V.
Netherlands
InterXion Trading B.V.
Netherlands
Lemur Properties LLC
Delaware
LHR1 Data Center Holdings Limited
Jersey
Loudoun Exchange Owners Association, Inc.
Virginia
MC Digital Realty Inc.
Japan
MDC TRS Company Limited
Nigeria
Medallion Data Centres Limited
Nigeria
Medallion Netherlands B.V.
Netherlands
Medicor d.o.o
Croatia
Mercury Holdings SG Pte. Ltd.
Singapore
Mercury India SG FDI Pte. Ltd.
Singapore
Mercury India SG FPI Pte. Ltd.
Singapore
Moose Ventures LP
Delaware
Moran Road Partners, LLC
Delaware

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
NAP Africa Exchange Proprietary Limited
South Africa
Nova DC Fee Owner GP, LLC
Delaware
Nova DC Fee Owner, L.P.
Delaware
Nova DC Funding , L.P.
Delaware
Nova DC Funding GP, LLC
Delaware
Nova DC Holdings GP LLC
Delaware
Nova DC Holdings, L.P.
Delaware
Nova DC Mezz Owner GP, LLC
Delaware
Nova DC Mezz Owner, L.P.
Delaware
Nova DC TRS, L.L.C.
Delaware
Nova DC Ventures, L.P.
Delaware
Penguins OP Sub 2, LLC
Maryland
Porpoise Ventures LLC
Delaware
PT Digital Jakarta One
Indonesia
PT Digital Realty Indonesia
Indonesia
PT DLR Indonesia Venture
Indonesia
Quill Equity LLC
Delaware
RNZ 5027, LLC
Delaware
Sentrum Holdings Limited
British Virgin Islands
Sentrum IV Limited
British Virgin Islands
Sixth & Virginia Holdings, LLC
Delaware
Sixth & Virginia Properties
Washington
Sovereign House Jersey Limited
Jersey
Spring Investco 2014 (RF) Proprietary Limited
South Africa
Stellar Canada Holding, LLC
Maryland
Stellar JV GP, LLC
Delaware
Stellar JV, LP
Ontario
Storm ICT Outsourcing S.A.
Greece
Tarantula Ventures LLC
Delaware
TDE Investments Proprietary Limited
South Africa
Technologies Company LLC
Washington
Telx - Charlotte, LLC
Delaware
Telx - Chicago Federal, LLC
Delaware
Telx - Chicago Lakeside, LLC
Delaware
Telx - Clifton, LLC
Delaware
Telx - Clifton-I, LLC
Delaware
Telx - Dallas, LLC
Delaware
Telx - Los Angeles, LLC
Delaware
Telx - Miami, LLC
Delaware
Telx - New York 6th Ave LLC
Delaware
telx - New York, LLC
Delaware
Telx - Phoenix, LLC
Delaware
Telx - Portland, LLC
Delaware
Telx - San Francisco, LLC
Delaware
Telx - Santa Clara, LLC
Delaware
Telx - Weehawken, LLC
Delaware
Telx Ashburn, LLC
Delaware
Telx Atlanta 2, LLC
Delaware
Telx Boston, LLC
Delaware

Exhibit 21.1
List of Subsidiaries of Digital Realty Trust, Inc.
Telx Grand Avenue, LLC
Delaware
Telx New York 111 8th, LLC
Delaware
Telx Real Estate Holdings, LLC
Delaware
Telx Richardson, LLC
Delaware
Telx, LLC
Delaware
Teraco Connect Holdco (RF) Proprietary Limited
South Africa
Teraco Connect SubCo (RF) Proprietary Limited
South Africa
Teraco Data Environments Proprietary Limited
South Africa
Teraco Properties Proprietary Limited
South Africa
The Sentinel-Needham Primary Condominium Trust
Massachusetts
Troyius, LLC
Delaware
Viridi Data Paris 2 SAS
France
Waspar Limited
Ireland
Xeres Management LLC
Delaware
Xeres Ventures LP
Delaware
Yak Ventures LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Entity Name
Jurisdiction of Incorporation
1100 Space Park Holding Company LLC
Delaware
1100 Space Park LLC
Delaware
1525 Comstock Partners, LLC
California
1550 Space Park Partners, LLC
Delaware
200 Paul Holding Company, LLC
Delaware
200 Paul, LLC
Delaware
2001 Sixth Holdings LLC
Delaware
2001 Sixth LLC
Delaware
2020 Fifth Avenue LLC
Delaware
2020 Fifth Holdings LLC
Delaware
2045-2055 LaFayette Street, LLC
Delaware
2334 Lundy Holding Company LLC
Delaware
2334 Lundy LLC
Delaware
651 Walsh Partners, LLC
Delaware
Alshain Ventures LLC
Delaware
Ascenty Cayman Holding Ltd
Cayman Islands
Ascenty Chile SpA
Chile
Ascenty Colombia S.A.S.
Colombia
Ascenty Data Centers e Telecomunicoes S.A.
Brazil
Ascenty DC US LLC
Delaware
Ascenty Holding Brasil S.A.
Brazil
Ascenty Latam Holding Ltd
United Kingdom (England and Wales)
Ascenty Mexico, S. de R.L. de C.V.
Mexico
Ascenty U.S. Holding, LLC
Delaware
Ashburn Corporate Center Owners Association, Inc.
Virginia
Ashburn Corporate Center Phase I Unit Owners Association
Virginia
BAM DLR Chennai Private Limited
India
BAM DLR Data Center Services Private Limited
India
BAM DLR Kolkata Private Limited
India
BAM DLR Mumbai Private Limited
India
BAM DLR Network Services Private Limited
India
Beaver Ventures LLC
Delaware
Blue Sling ACC 10, LLC
Delaware
Blue Sling ACC 2, LLC
Delaware
Blue Sling ACC 9, LLC
Delaware
Blue Sling Ventures, LLC
Delaware
Collins Technology Park Partners, LLC
Delaware
Colo Properties Atlanta, LLC
Delaware
Cosmic Ventures LLC
Delaware
DBT, LLC
Maryland
DDI Dallas 1, LLC
Delaware
DDI Garland, LLC
Delaware
DDI Lewisville, LLC
Delaware
Devin Shafron E and F Land Condominium Owners Association, Inc.
Virginia
DF Property Manangement LLC
Delaware
DFT Canada LP LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
DFT Moose GP LLC
Delaware
DGA Centennial Holding, LLC
Delaware
DGA Centennial, LLC
Delaware
Digital - Bryan Street Partnership, L.P.
Texas
Digital 113 N. Myers, LLC
Delaware
Digital 1201 Comstock, LLC
Delaware
Digital 1231 Comstock, LLC
Delaware
Digital 125 N. Myers, LLC
Delaware
Digital 128 First Avenue, LLC
Delaware
Digital 1350 Duane, LLC
Delaware
Digital 1550 Space Park, LLC
Delaware
Digital 1725 Comstock, LLC
Delaware
Digital 2020 Fifth Avenue Investor, LLC
Delaware
Digital 2121 South Price, LLC
Delaware
Digital 2260 East El Segundo, LLC
Delaware
Digital 365 Main, LLC
Delaware
Digital 3825 NW Aloclek Place, LLC
Delaware
Digital 55 Middlesex, LLC
Delaware
Digital 60 & 80 Merritt, LLC
Delaware
Digital 717 GP, LLC
Delaware
Digital 717 Leonard, L.P.
Texas
Digital 717 LP, LLC
Delaware
Digital 720 2nd, LLC
Delaware
Digital 89th Place, LLC
Delaware
Digital Africa JV B.V.
Netherlands
Digital Akard, LLC
Delaware
Digital Alfred, LLC
Delaware
Digital Alma Road, L.P.
Delaware
Digital Aquila 101 Holding, L.P.
Delaware
Digital Aquila 101 REIT, LLC
Delaware
Digital Aquila 101, LLC
Delaware
Digital Aquila 2, LLC
Delaware
Digital Aquila, LLC
Delaware
Digital Ashburn CS, LLC
Delaware
Digital Asia, LLC
Delaware
Digital Australia Finco Pty Ltd
Australia
Digital Australia Investment Management Pty Limited
Australia
Digital Barcelona RE 1 S.L.U.
Spain
Digital BH 800 Holdco, LLC
Delaware
Digital BH 800 M, LLC
Delaware
Digital BH 800, LLC
Delaware
Digital Bowser, LLC
Delaware
Digital Cabot, LLC
Delaware
Digital Cadillac Services, LLC
Delaware
Digital Carver Brickyard Holding, LLC
Delaware
Digital Carver Brickyard Investor, LLC
Delaware
Digital Carver Brickyard JV, LLC
Delaware
Digital Carver Brickyard Manager, LLC
Delaware
Digital Carver Brickyard, LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Digital Carver Dulles 5 Holding, LLC
Delaware
Digital Carver Dulles 5 Investor, LLC
Delaware
Digital Carver Dulles 5 JV, LLC
Delaware
Digital Carver Dulles 5, LLC
Delaware
Digital Carver Dulles Manager, LLC
Delaware
Digital Carver Fechenheim 23 B.V.
Netherlands
Digital Carver Fechenheim 23 Holding B.V.
Netherlands
Digital Carver Fechenheim 23 OpCo GmbH
Germany
Digital Carver Fechenheim 23 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim 24 B.V.
Netherlands
Digital Carver Fechenheim 24 Holding B.V.
Netherlands
Digital Carver Fechenheim 24 OpCo GmbH
Germany
Digital Carver Fechenheim 24 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim 25 B.V.
Netherlands
Digital Carver Fechenheim 25 Holding B.V.
Netherlands
Digital Carver Fechenheim 25 OpCo GmbH
Germany
Digital Carver Fechenheim 25 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim 26 B.V.
Netherlands
Digital Carver Fechenheim 26 Holding B.V.
Netherlands
Digital Carver Fechenheim 26 OpCo GmbH
Germany
Digital Carver Fechenheim 26 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim 27 B.V.
Netherlands
Digital Carver Fechenheim 27 Holding B.V.
Netherlands
Digital Carver Fechenheim 27 OpCo GmbH
Germany
Digital Carver Fechenheim 27 Pledgeco B.V.
Netherlands
Digital Carver Fechenheim Holding B.V.
Netherlands
Digital Carver Fechenheim Investor B.V.
Netherlands
Digital Carver Fechenheim JV B.V.
Netherlands
Digital Carver Fechenheim, LLC
Delaware
Digital Carver Les Ulis Holding 2 B.V.
Netherlands
Digital Carver Les Ulis Holding B.V.
Netherlands
Digital Carver Les Ulis Investor B.V.
Netherlands
Digital Carver Les Ulis JV B.V.
Netherlands
Digital Carver Les Ulis Mezzco B.V.
Netherlands
Digital Carver Les Ulis Pledgeco B.V.
Netherlands
Digital Cavalier Holding, LLC
Delaware
Digital Cavalier Investor, LLC
Delaware
Digital Cavalier Manager, LLC
Delaware
Digital Cavalier Venture, LLC
Delaware
Digital Cedar Park, LLC
Delaware
Digital Chelsea, LLC
Delaware
Digital Chestnut 1, LLC
Delaware
Digital Chestnut 2, LLC
Delaware
Digital Chestnut 3, LLC
Delaware
Digital Chestnut 4, LLC
Delaware
Digital Chestnut 5, LLC
Delaware
Digital Chestnut Holding, LLC
Delaware
Digital China, LLC
Delaware
Digital Collins 908 GP, LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Digital Collins 908 Holding, L.P.
Delaware
Digital Collins 908 REIT, LLC
Delaware
Digital Collins 908, L.P.
Delaware
Digital Collins Technology Park Investor, LLC
Delaware
Digital Commerce Boulevard, LLC
Delaware
Digital Connect, LLC
Delaware
Digital Constellation B.V.
Netherlands
Digital Copenhagen 1 ApS
Denmark
Digital Copenhagen 2 ApS
Denmark
Digital Copenhagen 3 ApS
Denmark
Digital Core REIT
Singapore
Digital Core REIT Management Pte. Ltd.
Singapore
Digital CR Singapore 1 Pte. Ltd.
Singapore
Digital CR Singapore 2 Pte. Ltd.
Singapore
Digital CR Singapore 3 Pte. Ltd.
Singapore
Digital CR Singapore 4 Pte. Ltd.
Singapore
Digital CR Singapore 5 Pte. Ltd.
Singapore
Digital CR Singapore 6 Pte. Ltd.
Singapore
Digital CR Singapore Holding, LLC
Delaware
Digital CR Singapore Investor, LLC
Delaware
Digital CR US Employer, LLC
Delaware
Digital CR US REIT, Inc.
Maryland
Digital Crawley 1 Limited
Jersey
Digital Crawley 2 Limited
Jersey
Digital Crawley 3 Limited
Jersey
Digital Crete 1 Single Member P.C.
Greece
Digital Data Centres Ghana Ltd.
Ghana
Digital Deer Park 2, LLC
Delaware
Digital Deer Park 3, LLC
Delaware
Digital Devin Shafron B, LLC
Delaware
Digital Devin Shafron D, LLC
Delaware
Digital Doug Davis, LLC
Delaware
Digital DSE Investor, LLC
Delaware
Digital DSE Manager, LLC
Delaware
Digital Dugny SAS
France
Digital Dulles Land Condominium Unit Owners Association, Inc.
Virginia
Digital Dutch Finco B.V.
Netherlands
Digital Elk Grove 1, LLC
Delaware
Digital Elk Grove 2, LLC
Delaware
Digital Elk Grove 3, LLC
Delaware
Digital Elk Grove Investor 2, LLC
Delaware
Digital Elk Grove Investor, LLC
Delaware
Digital Elk Grove Manager, LLC
Delaware
Digital Elk Grove Venture 2, LLC
Delaware
Digital Elk Grove Venture, LLC
Delaware
Digital Erskine Park 2, LLC
Delaware
Digital Erskine Park 3, LLC
Delaware
Digital Erskine Park 4, LLC
Delaware
Digital Euro Finco GP, LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Digital Euro Finco Partner Limited
British Virgin Islands
Digital Euro Finco, L.P.
United Kingdom (Scotland)
Digital Euro Finco, LLC
Delaware
Digital Federal Systems, LLC
Delaware
Digital Filigree Holding, L.P.
Delaware
Digital Filigree REIT, LLC
Delaware
Digital Filigree, LLC
Delaware
Digital Forney, LLC
Delaware
Digital Fort Gillem, LLC
Delaware
Digital Frankfurt 2 B.V.
Netherlands
Digital Frankfurt GmbH
Germany
Digital Front, LLC
Delaware
Digital Fullerton, LLC
Delaware
Digital Garland 2B GP, LLC
Delaware
Digital Garland 2B Holding, L.P.
Delaware
Digital Garland 2B L.P.
Delaware
Digital Garland 2B REIT, LLC
Delaware
Digital Garland 2C GP, LLC
Delaware
Digital Garland 2C Holding, L.P.
Delaware
Digital Garland 2C REIT, LLC
Delaware
Digital Garland 2C, L.P.
Delaware
Digital Garland Campbell, L.P.
Delaware
Digital Garland Ferris, L.P,
Delaware
Digital Garland, LLC
Delaware
Digital Germany Cheetah GmbH
Germany
Digital Germany Holding, LLC
Delaware
Digital Gold Investor, LLC
Delaware
Digital Gold Manager, LLC
Delaware
Digital Gold Sterling, LLC
Delaware
Digital Gold Venture, LLC
Delaware
Digital Gough, LLC
Delaware
Digital Grand Avenue 2, LLC
Delaware
Digital Grand Avenue 3, LLC
Delaware
Digital Grand Avenue, LLC
Delaware
Digital Grange Castle B.V.
Netherlands
Digital Greenfield B.V.
Netherlands
Digital Greenspoint, L.P.
Texas
Digital Greenspoint, LLC
Delaware
Digital Grizzly Holding, L.P.
Delaware
Digital Grizzly REIT, LLC
Delaware
Digital HK JV Holding Limited
British Virgin Islands
Digital HK Kin Chuen Limited
Hong Kong
Digital Hong Kong, LLC
Delaware
Digital Hoofddorp 2 B.V.
Netherlands
Digital Hoofddorp B.V.
Netherlands
Digital India 2, LLC
Delaware
Digital India, LLC
Delaware
Digital Indonesia Holding Pte. Ltd.
Singapore
Digital Indonesia Investor Pte. Ltd.
Singapore

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Digital InterXion Holding, LLC
Delaware
Digital Intrepid Holding B.V.
Netherlands
Digital Investment Management Pte. Ltd.
Singapore
Digital Investments EMEA, LLC
Delaware
Digital Investments Holding, LLC
Delaware
Digital Israel Holding B.V.
Netherlands
Digital Japan 1 Pte. Ltd.
Singapore
Digital Japan 2 Pte. Ltd.
Singapore
Digital Japan Holding Pte. Ltd.
Singapore
Digital Japan Investment Management GK
Japan
Digital Japan, LLC
Delaware
Digital Jordan Holding, LLC
Delaware
Digital Jubilee, LLC
Delaware
Digital Korea, LLC
Delaware
Digital La Courneuve SCI
France
Digital Lafayette 2 JV, LLC
Delaware
Digital Lafayette 2, LLC
Delaware
Digital Lafayette 2045 Holding, L.P.
Delaware
Digital Lafayette 2045 REIT, LLC
Delaware
Digital Lafayette 2045, LLC
Delaware
Digital Lafayette Chantilly, LLC
Delaware
Digital Lafayette, LLC
Delaware
Digital Lakeside 2, LLC
Delaware
Digital Lakeside 3, LLC
Delaware
Digital Lakeside Holdings, LLC
Delaware
Digital Lakeside, LLC
Delaware
Digital Les Ulis 2 SAS
France
Digital Les Ulis Holding 2 SAS
France
Digital Les Ulis Holding SAS
France
Digital Les Ulis SNC
France
Digital Lewisville, LLC
Delaware
Digital London Limited
United Kingdom (England and Wales)
Digital Loudoun 3, LLC
Delaware
Digital Loudoun II, LLC
Delaware
Digital Loudoun IV, LLC
Delaware
Digital Loudoun Parkway Center North, LLC
Delaware
Digital Luxembourg II S.à r.l.
Luxembourg
Digital Luxembourg III Limited
Jersey
Digital Macquarie Park, LLC
Delaware
Digital Midway GP, LLC
Delaware
Digital Midway, L.P.
Texas
Digital Moores Chapel 2, LLC
Delaware
Digital Moores Chapel, LLC
Delaware
Digital Moran Holdings, LLC
Delaware
Digital MP, LLC
Delaware
Digital MRS5 SAS
France
Digital MRS6 SAS
France
Digital Nash JV, LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Digital Nash, LLC
Delaware
Digital Netherlands 11 B.V.
Netherlands
Digital Netherlands 12 B.V.
Netherlands
Digital Netherlands 13 B.V.
Netherlands
Digital Netherlands Holding B.V.
Netherlands
Digital Netherlands I B.V.
Netherlands
Digital Netherlands III (Dublin) B.V.
Netherlands
Digital Netherlands Investor B.V.
Netherlands
Digital Netherlands IV B.V.
Netherlands
Digital Netherlands IV Holdings B.V.
Netherlands
Digital Netherlands VIII B.V.
Netherlands
Digital Network Services, LLC
Delaware
Digital North Myers 3, LLC
Delaware
Digital Northlake, LLC
Delaware
Digital Norwood Park 2, LLC
Delaware
Digital Nova Investor, LLC
Delaware
Digital Nova Manager, LLC
Delaware
Digital Omega IV, LLC
Delaware
Digital Osaka 1 TMK
Japan
Digital Osaka 2 TMK
Japan
Digital Osaka 3 TMK
Japan
Digital Osaka 4 TMK
Japan
Digital Osaka 5 TMK
Japan
Digital Osaka 6 TMK
Japan
Digital Phoenix Van Buren, LLC
Delaware
Digital Piscataway, LLC
Delaware
Digital Porpoise JV, LLC
Delaware
Digital Porpoise, LLC
Delaware
Digital Printers Square, LLC
Delaware
Digital Quill JV, LLC
Delaware
Digital Realty (Blanchardstown) Limited
Ireland
Digital Realty (Management Company) Limited
Ireland
Digital Realty (UK) Limited
United Kingdom (England and Wales)
Digital Realty Austria GmbH
Austria
Digital Realty Canada, Inc.
British Columbia
Digital Realty Consulting Shanghai Limited
China
Digital Realty Core Properties 1 Investor, LLC
Delaware
Digital Realty Core Properties 1 Manager, LLC
Delaware
Digital Realty Datafirm 2, LLC
Delaware
Digital Realty Datafirm, LLC
Delaware
Digital Realty DC Management GP, LLC
Delaware
Digital Realty DC Management, LP
Delaware
Digital Realty DC Partners NA Fund-A, LP
Delaware
Digital Realty DC Partners NA Fund-B, LP
Delaware
Digital Realty DC Partners NA GP, LP
Delaware
Digital Realty DC Partners NA UGP, LLC
Delaware
Digital Realty Denmark ApS
Denmark
Digital Realty Germany GmbH
Germany

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Digital Realty Hellas Single Member S.A.
Greece
Digital Realty Holdings US, LLC
Delaware
Digital Realty Korea Ltd.
Korea, South
Digital Realty Management France SARL
France
Digital Realty Management Services, LLC
Delaware
Digital Realty Mauritius Holdings Limited
Mauritius
Digital Realty Netherlands B.V.
Netherlands
Digital Realty Property Manager, LLC
Delaware
Digital Realty Spain RE S.L.U.
Spain
Digital Realty Sweden AB
Sweden
Digital Realty Switzerland GmbH
Switzerland
Digital Realty Trust, LLC
Delaware
Digital Realty Vienna 2 GmbH
Austria
Digital Relocation Drive, LLC
Delaware
Digital Ringo Investor, LLC
Delaware
Digital Ringo Manager, LLC
Delaware
Digital San Jacinto, L.P.
Delaware
Digital Savvis HK Holding 1 Limited
British Virgin Islands
Digital Savvis HK JV Limited
British Virgin Islands
Digital Savvis Investment Management HK Limited
Hong Kong
Digital Savvis Management Subsidiary Limited
Hong Kong
Digital Schweiz Real Estate 4 GmbH
Switzerland
Digital Second Manassas 2, LLC
Delaware
Digital Second Manassas, LLC
Delaware
Digital Seoul 2 Ltd.
Korea, South
Digital Seoul No. 1 PIA Professional Investors Private Real Estate Investment LLC
Korea, South
Digital ServiceFabric 2, LLC
Delaware
Digital ServiceFabric, LLC
Delaware
Digital Services Hong Kong Limited
Hong Kong
Digital Services Korea Ltd.
Korea, South
Digital Services Phoenix, LLC
Delaware
Digital Services, Inc.
Maryland
Digital Sierra Insurance Limited
Texas
Digital Singapore 1 Pte. Ltd.
Singapore
Digital Singapore 2 Pte. Ltd.
Singapore
Digital Singapore Jurong East Pte. Ltd.
Singapore
Digital Sixth & Virginia, LLC
Delaware
Digital Sixth 2, LLC
Delaware
Digital Sling Investor, LLC
Delaware
Digital Space Park JV, LLC
Delaware
Digital Space Park, LLC
Delaware
Digital Speedway, LLC
Delaware
Digital Stellar Holding, LLC
Maryland
Digital Stellar Newco, LLC
Delaware
Digital Stellar Sub, LLC
Maryland
Digital Sterling 2 Holding, L.P.
Delaware
Digital Sterling 2 REIT, LLC
Delaware
Digital Sterling 2, LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Digital Sterling Premier, LLC
Delaware
Digital Stoughton  JV, LLC
Delaware
Digital Stout Holding, LLC
Delaware
Digital Texas GP, LLC
Delaware
Digital Third Second Manassas, LLC
Delaware
Digital Titan Holding B.V.
Netherlands
Digital Titan Pty Ltd.
South Africa
Digital Titan Services SA Pty Ltd
South Africa
Digital Tokyo 1 TMK
Japan
Digital Tokyo 2 TMK
Japan
Digital Toronto Nominee, Inc.
British Columbia
Digital Totowa 2 Holding, L.P.
Delaware
Digital Totowa 2 REIT, LLC
Delaware
Digital Totowa 2, LLC
Delaware
Digital Totowa, LLC
Delaware
Digital Towerview, LLC
Delaware
Digital Trade Street, LLC
Delaware
Digital Tupolevlaan B.V.
Netherlands
Digital UK Finco, LLC
Delaware
Digital US Finco, LLC
Delaware
Digital Venus, LLC
Delaware
Digital Vernon 2, LLC
Delaware
Digital Vernon 3, LLC
Delaware
Digital Vernon 4, LLC
Delaware
Digital Vernon, LLC
Delaware
Digital Walsh 1 JV, LLC
Delaware
Digital Walsh 1, LLC
Delaware
Digital Walsh 2 JV, LLC
Delaware
Digital Walsh 2, LLC
Delaware
Digital Walsh Holding, LLC
Delaware
Digital WBX 2, LLC
Delaware
Digital Western Lands, LLC
Delaware
Digital Winona JV, LLC
Delaware
Digital Winona, LLC
Delaware
Digital WL 0419, LLC
Delaware
Digital WL 1968, LLC
Delaware
Digital WL 2322, LLC
Delaware
Digital WL 2834, LLC
Delaware
Digital WL 3214, LLC
Delaware
Digital WL 5459, LLC
Delaware
Digital WL 5628, LLC
Delaware
Digital WL 9505-7891, LLC
Delaware
Digital-Bryan Street, LLC
Delaware
Digital-ME Devin Shafron E, LLC
Delaware
DIgital-ME DSE Venture, LLC
Delaware
Digital-Mivne G.P. Ltd.
Israel
Digital-Mivne JV, LP
Israel
Digital-PR Mason King Court, LLC
Delaware
Digital-PR Old Ironsides 1, LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Digital-PR Venture, LLC
Delaware
Digital-PR Zanker, LLC
Delaware
Dipper Ventures LLC
Delaware
DLR 800 Central, LLC
Delaware
DLR LLC
Maryland
DRT Greenspoint, LLC
Delaware
DRT-Bryan Street, LLC
Delaware
DuPont Fabros Technology, L.P.
Maryland
Fawn Ventures LLC
Delaware
Fox Properties LLC
Delaware
Gallant 1664, LLC
Delaware
GIP 7th Street Holding Company, LLC
Delaware
GIP 7th Street, LLC
Delaware
GIP Alpha General Partner, LLC
Delaware
GIP Alpha Limited Partner, LLC
Delaware
GIP Alpha, L.P.
Texas
GIP Stoughton, LLC
Delaware
Global Lafayette Street Holding Company, LLC
Delaware
Global Marsh General Partner, LLC
Delaware
Global Marsh Limited Partner, LLC
Delaware
Global Marsh Member, LLC
Delaware
Global Marsh Property Owner, L.P.
Texas
Global Miami Acquisition Company, LLC
Delaware
Global Miami Holding Company, LLC
Delaware
Global Stanford Place II, LLC
Delaware
Global Webb, L.P.
Texas
Global Webb, LLC
Delaware
Global Weehawken Acquisition Company, LLC
Delaware
Global Weehawken Holding Company, LLC
Delaware
Great Westerford Holdings Proprietary Limited
South Africa
Grizzly Ventures LLC
Delaware
Hawk Ventures LLC
Delaware
Hood 1703, LLC
Delaware
Icolo
Mauritius
Icolo Limited
Kenya
Icolo Mozambique, Limitada
Mozambique
InterXion B.V.
Netherlands
InterXion Belgium B.V.
Belgium
InterXion Carrier Hotel Limited
United Kingdom (England and Wales)
InterXion Consultancy Services B.V.
Netherlands
InterXion Croatia LLC
Croatia
InterXion Datacenters B.V.
Netherlands
InterXion España S.L.U.
Spain
InterXion Europe Limited
United Kingdom (England and Wales)
InterXion France SAS
France
InterXion HeadQuarters B.V.
Netherlands
InterXion II B.V.
Netherlands

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
InterXion Ireland DAC
Ireland
InterXion Nederland B.V.
Netherlands
InterXion Operational B.V.
Netherlands
InterXion Participation 1 B.V.
Netherlands
InterXion Real Estate Holding B.V.
Netherlands
InterXion Real Estate I B.V.
Netherlands
InterXion Real Estate II SARL
France
InterXion Real Estate III SARL
France
InterXion Real Estate IV B.V.
Netherlands
InterXion Real Estate IX B.V.
Belgium
InterXion Real Estate Limited
Kenya
InterXion Real Estate V B.V.
Netherlands
InterXion Real Estate VII GmbH
Austria
InterXion Real Estate VIII GmbH
Switzerland
InterXion Real Estate X B.V.
Netherlands
InterXion Real Estate XI SARL
France
InterXion Real Estate XII B.V.
Netherlands
InterXion Real Estate XIII B.V.
Netherlands
InterXion Real Estate XIV B.V.
Netherlands
InterXion Real Estate XV S.L.U.
Spain
InterXion Real Estate XVI B.V.
Netherlands
InterXion Real Estate XVIII B.V.
Netherlands
InterXion Real Estate XX SAS
France
InterXion Real Estate XXI GmbH
Switzerland
InterXion Real Estate XXII B.V.
Netherlands
InterXion Real Estate XXIV S.r.L.
Italy
InterXion Real Estate XXV SAS
France
InterXion Science Park B.V.
Netherlands
InterXion Telecom B.V.
Netherlands
InterXion Telecom Ltd.
United Kingdom (England and Wales)
InterXion Telecom S.r.L.
Italy
InterXion Trademarks B.V.
Netherlands
InterXion Trading B.V.
Netherlands
Lemur Properties LLC
Delaware
LHR1 Data Center Holdings Limited
Jersey
Loudoun Exchange Owners Association, Inc.
Virginia
MC Digital Realty Inc.
Japan
MDC TRS Company Limited
Nigeria
Medallion Data Centres Limited
Nigeria
Medallion Netherlands B.V.
Netherlands
Medicor d.o.o
Croatia
Mercury Holdings SG Pte. Ltd.
Singapore
Mercury India SG FDI Pte. Ltd.
Singapore
Mercury India SG FPI Pte. Ltd.
Singapore
Moose Ventures LP
Delaware
Moran Road Partners, LLC
Delaware
NAP Africa Exchange Proprietary Limited
South Africa
Nova DC Fee Owner GP, LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Nova DC Fee Owner, L.P.
Delaware
Nova DC Funding , L.P.
Delaware
Nova DC Funding GP, LLC
Delaware
Nova DC Holdings GP LLC
Delaware
Nova DC Holdings, L.P.
Delaware
Nova DC Mezz Owner GP, LLC
Delaware
Nova DC Mezz Owner, L.P.
Delaware
Nova DC TRS, L.L.C.
Delaware
Nova DC Ventures, L.P.
Delaware
Penguins OP Sub 2, LLC
Maryland
Porpoise Ventures LLC
Delaware
PT Digital Jakarta One
Indonesia
PT Digital Realty Indonesia
Indonesia
PT DLR Indonesia Venture
Indonesia
Quill Equity LLC
Delaware
RNZ 5027, LLC
Delaware
Sentrum Holdings Limited
British Virgin Islands
Sentrum IV Limited
British Virgin Islands
Sixth & Virginia Holdings, LLC
Delaware
Sixth & Virginia Properties
Washington
Sovereign House Jersey Limited
Jersey
Spring Investco 2014 (RF) Proprietary Limited
South Africa
Stellar Canada Holding, LLC
Maryland
Stellar JV GP, LLC
Delaware
Stellar JV, LP
Ontario
Storm ICT Outsourcing S.A.
Greece
Tarantula Ventures LLC
Delaware
TDE Investments Proprietary Limited
South Africa
Technologies Company LLC
Washington
Telx - Charlotte, LLC
Delaware
Telx - Chicago Federal, LLC
Delaware
Telx - Chicago Lakeside, LLC
Delaware
Telx - Clifton, LLC
Delaware
Telx - Clifton-I, LLC
Delaware
Telx - Dallas, LLC
Delaware
Telx - Los Angeles, LLC
Delaware
Telx - Miami, LLC
Delaware
Telx - New York 6th Ave LLC
Delaware
telx - New York, LLC
Delaware
Telx - Phoenix, LLC
Delaware
Telx - Portland, LLC
Delaware
Telx - San Francisco, LLC
Delaware
Telx - Santa Clara, LLC
Delaware
Telx - Weehawken, LLC
Delaware
Telx Ashburn, LLC
Delaware
Telx Atlanta 2, LLC
Delaware
Telx Boston, LLC
Delaware
Telx Grand Avenue, LLC
Delaware
Telx New York 111 8th, LLC
Delaware

Exhibit 21.2
List of Subsidiaries of Digital Realty Trust, L.P.
Telx Real Estate Holdings, LLC
Delaware
Telx Richardson, LLC
Delaware
Telx, LLC
Delaware
Teraco Connect Holdco (RF) Proprietary Limited
South Africa
Teraco Connect SubCo (RF) Proprietary Limited
South Africa
Teraco Data Environments Proprietary Limited
South Africa
Teraco Properties Proprietary Limited
South Africa
The Sentinel-Needham Primary Condominium Trust
Massachusetts
Troyius, LLC
Delaware
Viridi Data Paris 2 SAS
France
Waspar Limited
Ireland
Xeres Management LLC
Delaware
Xeres Ventures LP
Delaware
Yak Ventures LLC
Delaware

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-237038, 333-220577, 333-207330 and 333-
195524) on Form S-8 of Digital Realty Trust, Inc., (Nos. 333-270596, 333-220887, and 333-129688) on Form S-3 of Digital
Realty Trust, Inc., and (No. 333-270596-01) on Form S-3 of Digital Realty Trust, L.P. of our reports dated February 24, 2025, with
respect to the consolidated financial statements of Digital Realty Trust, Inc. and subsidiaries and Digital Realty Trust, L.P. and
subsidiaries, and the effectiveness of internal control over financial reporting of Digital Realty Trust, Inc. and subsidiaries.
/s/ KPMG LLP
Chicago, Illinois
February 24, 2025

Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Andrew P. Power, certify that:
1.            I have reviewed this annual report on Form 10-K of Digital Realty Trust, Inc.;
2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.            The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.            The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 24, 2025
By:
/s/ ANDREW P. POWER
 
Andrew P. Power
President & Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Matthew R. Mercier, certify that:
1.            I have reviewed this annual report on Form 10-K of Digital Realty Trust, Inc.;
2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.            The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.            The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 24, 2025
By:
/s/ MATTHEW R. MERCIER
 
Matthew R. Mercier
Chief Financial Officer
(Principal Financial Officer)

Exhibit 31.3
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Andrew P. Power, certify that:
1.            I have reviewed this annual report on Form 10-K of Digital Realty Trust, L.P.;
2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.            The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.            The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 24, 2025
By:
/s/ ANDREW P. POWER
 
Andrew P. Power
President & Chief Executive Officer
(Principal Executive Officer)
Digital Realty Trust, Inc., sole general partner of
Digital Realty Trust, L.P.

Exhibit 31.4
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Matthew R. Mercier, certify that:
1.            I have reviewed this annual report on Form 10-K of Digital Realty Trust, L.P.;
2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.            The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.            The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 24, 2025
By:
/s/ MATTHEW R. MERCIER
 
Matthew R. Mercier
Chief Financial Officer
(Principal Financial Officer)
Digital Realty Trust, Inc., sole general partner of
Digital Realty Trust, L.P.

Exhibit 32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Digital Realty
Trust, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i)     the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2024 (the “Report”) fully
complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company at the dates and for the periods indicated.
Date: February 24, 2025
 
/s/ ANDREW P. POWER
 
Andrew P. Power
 
President & Chief Executive Officer
Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not
be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by
reference in any registration statement of the Company filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Digital Realty
Trust, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(i)     the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2024 (the “Report”) fully
complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Company at the dates and for the periods indicated.
Date: February 24, 2025
 
/s/ MATTHEW R. MERCIER
 
Matthew R. Mercier
 
Chief Financial Officer
Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not
be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by
reference in any registration statement of the Company filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.3
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Digital Realty
Trust, Inc., in its capacity as the sole general partner of Digital Realty Trust, L.P. (the “Operating Partnership”), hereby certifies, to such
officer’s knowledge, that:
(i)     the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 2024 (the “Report”)
fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Operating Partnership at the dates and for the periods indicated.
Date: February 24, 2025
 
/s/ ANDREW P. POWER
 
Andrew P. Power
 
President & Chief Executive Officer
Digital Realty Trust, Inc., sole general partner of
Digital Realty Trust, L.P.
Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not
be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by
reference in any registration statement of the Operating Partnership filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Operating Partnership and will be retained by
the Operating Partnership and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.4
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Digital Realty
Trust, Inc., in its capacity as the sole general partner of Digital Realty Trust, L.P. (the “Operating Partnership”), hereby certifies, to such
officer’s knowledge, that:
(i)     the accompanying Annual Report on Form 10-K of the Operating Partnership for the year ended December 31, 2024 (the “Report”)
fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Operating Partnership at the dates and for the periods indicated.
Date: February 24, 2025
 
/s/ MATTHEW R. MERCIER
 
Matthew R. Mercier
 
Chief Financial Officer
Digital Realty Trust, Inc., sole general partner of
Digital Realty Trust, L.P.
Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not
be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by
reference in any registration statement of the Operating Partnership filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Operating Partnership and will be retained by
the Operating Partnership and furnished to the Securities and Exchange Commission or its staff upon request.