(Commission

File Number)

(IRS Employer

Identification No.)

4800 Montgomery Lane, Suite 220

Bethesda, Maryland

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

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

$400,000 annual base salary for 2018;

participation in 2018 incentive plan, with performance objectives as described in the Company’s 2018 proxy statement;

$500,000, and at the sole discretion of the Compensation Committee up to $1,000,000, upon a Change in Control prior to March 31, 2022 based on his inability to earn future stock awards under his employment agreement for performance after a Change in Control.

the terms of his written employment agreement as previously amended, which include:

issuance on June 28, 2017 of 73,385 restricted shares of common stock, with vesting commencing March 29, 2018 through March 29, 2022, subject to continued employment, with vesting acceleration on Change in Control, termination without Cause or Good Reason, death or disability;

up to 36,692 shares of common stock earned each time share price target achieved from $11 to $18 when first achieved, if achieved prior to March 31, 2022, based on weighted market sales price over 60 consecutive trading days;

11,741 shares to 19,569 shares of common stock which are earned each time the Company achieves 85% to 101% of budgeted funds from operation for a fiscal year, 2017 through 2021; with an additional 391 shares earned for a fiscal year for each 2% above 101% target achieved, up to a maximum of additional 3,910 shares for the year;

with respect to the stock market price targets, the stock market price targets are deemed achieved to the extent of the value received per share of common stock by shareholders in connection with a Change in Control, with the payout to be cumulative for each level of the stock market price targets achieved with such value, and with the payout to be prorated for the portion of the value above a stock market price target but below the next stock market price target;

if his employment is terminated with Cause, he will receive (i) accrued and unpaid base salary to the date of termination, (ii) the accrued and unused vacation to the date of termination, (iii) unpaid expense reimbursements, and (iv) vested amounts under qualified retirement plans;

if he voluntarily terminates employment, he will receive the amounts referenced in the preceding bullet point plus unpaid bonuses earned for completed prior fiscal years;

if his employment is terminated without Cause or if he terminates employment with Good Reason, in addition to the items referenced in the foregoing two bullet points, he will receive: (i) an amount equal to one times (1x) base salary, (ii) an amount equal to one times (1x) the average annual bonus previously earned for up to the prior three (3) years, (iii) the immediate vesting of equity awards solely subject to time vesting, (iv) any awards, not yet earned but which may be earned based on the achievement of the applicable performance criteria, vested at a pro rata amount based on the performance period to the date of termination, and (v) COBRA premiums during the period that he elects to receive COBRA coverage under the Company’s group health plans, not to exceed 18 months;

if within 12 months following a Change in Control his employment is terminated other than for Cause or by reason of death or disability or he terminates his employment for Good Reason, the additional base salary payment will be increased to two times (2x) base salary and the annual bonus payment will be increased to two times (2x) the average annual bonus previously earned for up to the prior three (3) years;

$251,500 annual base salary for 2018;

participation in incentive plan for 2018 with performance objectives as described in the Company’s 2018 proxy statement;

upon the occurrence of a Change of Control (as defined below), he will receive (i) a cash payment up to one times (1x) his most recent annual bonus, determined based on the recommendation of the Chief Executive Officer and then at the sole discretion of the Compensation Committee and Board and (ii) the immediate vesting of equity awards solely subject to time vesting; and

if within 12 months following a Change of Control (as defined below) his employment by the Company or its successor is terminated, he will receive (i) one times (1x) his base salary, (ii) one times (1x) his most recent annual bonus (as previously determined based on the recommendation of the Chief Executive Officer and the sole discretion of the Compensation Committee and Board), (iii) the immediate vesting of equity awards solely subject to time vesting, and (iv) COBRA premiums during the period that he elects to receive COBRA coverage under the Company’s group health plans, not to exceed 12 months.

$175,000 annual base salary for 2018;

participation in incentive plan for 2018 with performance objectives as described in the Company’s 2018 proxy statement;

upon the occurrence of a Change of Control (as defined below), she will receive (i) a cash payment up to one times (1x) her most recent annual bonus, determined based on the recommendation of the Chief Executive Officer and then at the sole discretion of the Compensation Committee and Board and (ii) the immediate vesting of equity awards solely subject to time vesting; and

if within 12 months following a Change of Control (as defined below) her employment by the Company or its successor is terminated other than for Cause, or if she elects to terminate her employment upon a Change of Control (as defined below), she will receive (i) one times (1x) her base salary, (ii) one times (1x) her most recent annual bonus (as previously determined based on the recommendation of the Chief Executive Officer and the sole discretion of the Compensation Committee and Board), (iii) the immediate vesting of equity awards solely subject to time vesting, and (iv) COBRA premiums during the period that she elects to receive COBRA coverage under the Company’s group health plans, not to exceed 12 months.

consummation of a reorganization, merger or consolidation, or sale or other disposition of substantially all of the assets of the Company (a “Business Combination”), in each case, unless following such Business Combination, the persons who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own directly or indirectly more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Company resulting from such Business Combination (including a company which, as a result of such transaction, owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company;

the complete liquidation or dissolution of the Company; or

the Board of Directors of the Company in existence prior to any transaction or event that would seem to satisfy the definition of a Business Combination may determine, in good faith, that such event does not constitute a Business Combination provided that at least a majority of the members of such Board of Directors will remain in office after such Business Combination.

/s/ Arinn Cavey