BMO Capital Markets Corp., 151 W 42nd Street, 32nd Floor, New York, NY 10036, Attention: Equity Syndicate Department, with a copy to the Legal Department at the same address, tel: (800) 414-3627; BofA Securities, Inc., One Bryant Park New York, New York 10036, Attention: Syndicate Department, Email: dg.ecm_execution_services@bofa.com, with a copy to ECM Legal, Email: dg.ecm_legal@bofa.com; BTIG,
LLC, 65 East 55th Street, New York, New York 10022, Attention ATM Trading Desk, Email: BTIGUSATMTrading@btig.com, Legal, Email: IBLegal@btig.com, Compliance, Email: BTIGcompliance@btig.com; Jefferies Group LLC, 520 Madison Avenue, New York, New York
10022, Attn: General Counsel; KeyBanc Capital Markets Inc.,127 Public Square, 7th Floor, Cleveland, Ohio 44114, Attention: Jaryd Banach, Michael Jones, John Salisbury, Email: Jaryd.Banach@key.com; michael.c.jones@key.com; john.salisbury@key.com;
Regions Securities LLC, 615 South College Street, Suite 600 Charlotte, North Carolina 28202, Attention: ECM Desk, Email: ECMDesk@regions.com; brit.stephens@regions.com; ed.armstrong@regions.com; matthew.stewart@regions.com;
scott.williams2@regions.com; SMBC Nikko Securities America, Inc., 277 Park Avenue, 5th Floor New York, New York 10172, Attention: NYECM@smbcnikko-si.com; Scotia Capital (USA) Inc., 250 Vesey Street, 24th
Floor, New York, New York 10281, Attention: Equity Capital Markets / Chief Legal Officer, U.S., Email: US.Legal@scotiabank.com, US.ecm@scotiabank.com, fax no.: (212) 225-6653; Truist Securities, Inc., 3333
Peachtree Road, NE, 11th Floor, Atlanta, Georgia 30326, Attention: Equity Syndicate Department, Fax No.: (404) 926-5995, Email: dl.atm.offering@truist.com; Wells Fargo Securities, LLC, 500 West 33rd Street,
New York, New York 10001, Attention: Equity Syndicate Department (fax no: (212) 214-5918); and in each case with a copy, which shall not constitute notice, to Morrison & Foerster LLP, 2100 L St. NW,
Suite 900, Washington, DC 20037, Attention: Justin R. Salon, Email: JustinSalon@mofo.com.
SECTION 15. Parties. This Agreement
shall inure to the benefit of and be binding upon the Agents, the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the
Agents, the Company and their respective successors and the controlling persons and officers, directors, or affiliates referred to in Sections 10 and 11 and their heirs and legal representatives, any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Agents, the Company and their respective successors, and said
controlling persons and officers, directors, employees or affiliates and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from the Agents shall be deemed to be a successor
by reason merely of such purchase.
SECTION 16. Adjustments for Share Splits. The parties acknowledge and agree that all
share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Securities.
SECTION 17. Governing Law and Time. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION 18. Effect of Headings. The Section and Exhibit headings herein
are for convenience only and shall not affect the construction hereof.
SECTION 19. Definitions. As used in this Agreement, the
following terms have the respective meanings set forth below:
Applicable Time means the time of each sale of any
Securities pursuant to this Agreement.
EDGAR means the Commissions Electronic Data Gathering, Analysis and
Retrieval system.
FINRA means the Financial Industry Regulatory Authority, Inc.
Investment Company Act means the Investment Company Act of 1940, as amended.
Issuer Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433, relating to
the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a road show that is a written communication within the meaning of Rule 433(d)(8)(i) whether or not required to be filed
with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in
Exhibit F hereto, in each case in the form furnished (electronically or otherwise) to the Agents for use in connection with the offering of the Securities.
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