Common use of Other Forward Transactions Clause in Contracts

Other Forward Transactions. Dealer acknowledges that Counterparty has entered or may enter in the future into one or more substantially similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers (each, an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for any such Other Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Dealer acknowledges that Counterparty has entered (including by assignment) or may enter in the future into one or more substantially similar identical forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for any such Other Forward Forwards coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).. Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty hereunder, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to us. Yours faithfully, By: Name: Title: Agreed and accepted by: WELLTOWER INC. By: Name: Title: If Counterparty delivers Unregistered Settlement Shares pursuant to Section 14 above (a “Private Placement Settlement”), then: (a) all Unregistered Settlement Shares shall be delivered to Dealer (or any affiliate of Dealer designated by Dealer) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; (b) as of or prior to the date of delivery, Dealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities of similar size (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); (c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and obligations to use best efforts to obtain customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses in connection with such resale, including all commercially reasonable fees and expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other January 2022 Forward or an Additional January 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other January 2022 Forward”) with Wxxxx Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional January 2022 Forwards”) with one or more dealers (eachWxxxx Fargo Bank, an “Other Dealer” and collectively, the “Other Dealers”)National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other January 2022 Forward or more Other Forwards Additional January 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other January 2022 Forward or Additional January 2022 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other January 2022 Forward or an Additional January 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other January 2022 Forward”) with Xxxxx Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional January 2022 Forwards”) with one or more dealers (eachXxxxx Fargo Bank, an “Other Dealer” and collectively, the “Other Dealers”)National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other January 2022 Forward or more Other Forwards Additional January 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other January 2022 Forward or Additional January 2022 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Dealer acknowledges Party B agrees that Counterparty has entered (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling Period at any time there is (1) a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Party A (an “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter in the future into one or more substantially similar forward transactions for the Shares (each, an “Other ForwardATM Forward Transaction” and collectively, the “Other ForwardsATM Forward Transactions”) with one or more dealers another Forward Purchaser (each, as defined in the Sales Agreement) (an “Other Dealer” and collectively, the “Other Dealers”). Dealer Party A and Counterparty Party B agree that if Counterparty Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other Forwards ATM Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for any such Other Forward Transaction coincides for any period of time with an Unwind Period for the a Transaction (the “Overlap Unwind Period”), Counterparty Party B shall notify Dealer Party A at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer Party A shall be permitted to purchase Shares to unwind its hedge in respect of the such Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer Party A by Counterparty Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may would be every other Scheduled Trading Day if there is only one Other DealerDealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other October 2024 Forward or an Additional October 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other October 2024 Forwards”) with one or more dealers Wxxxx Fargo, National Association, and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional October 2024 Forwards”)) with Wxxxx Fargo, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other October 2024 Forward or more Other Forwards Additional October 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other October 2024 Forward or Additional October 2024 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other November 2021 Forwards”) with one or more dealers Bank of America, N.A. and Mxxxxx Sxxxxxx & Co. LLC and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional November 2021 Forwards”)) with Bank of America, N.A. and Mxxxxx Sxxxxxx & Co. LLC. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other November 2021 Forward or more Other Forwards Additional November 2021 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other November 2021 Forward or Additional November 2021 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, commencing on the first, second, second or third or later Scheduled Trading Day day of such Overlap Unwind PeriodPeriod as specified in the notice from Counterparty, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to depending on whether such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is involves this Transaction and an Other November 2021 Forward or an Additional November 2021 Forward with only one Other Dealer, every third Scheduled Trading Day if there are (1) other dealer or with two Other Dealers, etc(2) other dealers.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other May 2022 Forward or an Additional May 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other May 2022 Forwards”) with one or more dealers Wexxx Xargo Bank, National Association, and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional May 2022 Forwards”)) with Wexxx Xargo Bank, National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other May 2022 Forward or more Other Forwards Additional May 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other May 2022 Forward or Additional May 2022 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other October 2024 Forward or an Additional October 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other October 2024 Forwards”) with one or more dealers Citibank, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional October 2024 Forwards”). ) with Citibank, N.A.. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other October 2024 Forward or more Other Forwards Additional October 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other October 2024 Forward or Additional October 2024 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other August 2022 Forward or an Additional August 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other August 2022 Forward”) with Wxxxx Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional August 2022 Forwards”) with one or more dealers (eachWxxxx Fargo Bank, an “Other Dealer” and collectively, the “Other Dealers”)National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other August 2022 Forward or more Other Forwards Additional August 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other August 2022 Forward or Additional August 2022 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other April 2019 Forward (as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more a substantially similar identical forward transactions transaction for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other ForwardsApril 2019 Forward”) with one or more dealers (eachCitibank, an “Other Dealer” and collectively, the “Other Dealers”). N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more the Other Forwards April 2019 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, and one or both of the resulting “Unwind PeriodPeriods” for any such Other April 2019 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day second day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other August 2022 Forward or an Additional August 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other August 2022 Forward”) with Bank of America, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as amended from time to time, the “Additional August 2022 Forwards”) with one or more dealers (eachBank of America, an “Other Dealer” and collectively, the “Other Dealers”). N.A.. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other August 2022 Forward or more Other Forwards Additional August 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other August 2022 Forward or Additional August 2022 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Dealer acknowledges that Counterparty has entered or may enter in the future into one or more substantially similar identical master forward transactions confirmations for the Shares (each, an “Other Forward” and collectively, the “Other ForwardsForward Transaction”) and related transactions thereunder with one or more dealers [Citibank, N.A.], [BNP Paribas], [Jxxxxxxxx LLC], [JX Xxxxxx Chase Bank, National Association], [Mizuho Markets Americas LLC], [MUFG Securities EMEA plc], [The Bank of Nova Scotia] and/or [Truist Bank], and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more transactions under any Other Forwards Forward Transaction for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for any such Other Forward transaction coincides for any period of time with an Unwind Period for the any Transaction hereunder (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the relevant Transaction hereunder only on the alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one relevant Other Dealer, every third Scheduled Trading Day if there are two relevant Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other April 2019 Forward (as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more a substantially similar identical forward transactions transaction for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other ForwardsApril 2019 Forward”) with one or more dealers (each, an “Other Dealer” and collectively, the “Other Dealers”)Jxxxxxxxx LLC. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more the Other Forwards April 2019 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, and one or both of the resulting “Unwind PeriodPeriods” for any such Other April 2019 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other September 2022 Forward or an Additional September 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other September 2022 Forwards”) with one or more dealers Mxxxxx Sxxxxxx & Co. LLC, and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional September 2022 Forwards”)) with Mxxxxx Sxxxxxx & Co. LLC. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other September 2022 Forward or more Other Forwards Additional September 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other September 2022 Forward or Additional September 2022 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other November 2021 Forwards”) with one or more dealers Wxxxx Fargo Bank, National Association and Bank of America, N.A. and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional November 2021 Forwards”). ) with Wxxxx Fargo Bank, National Association and Bank of America, N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other November 2021 Forward or more Other Forwards Additional November 2021 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other November 2021 Forward or Additional November 2021 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, commencing on the first, second, second or third or later Scheduled Trading Day day of such Overlap Unwind PeriodPeriod as specified in the notice from Counterparty, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to depending on whether such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is involves this Transaction and an Other November 2021 Forward or an Additional November 2021 Forward with only one Other Dealer, every third Scheduled Trading Day if there are (1) other dealer or with two Other Dealers, etc(2) other dealers.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more a substantially similar identical forward transactions transaction for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other January, 2024 Forward”) with Bank of America, N.A. and that Counterparty has entered into a substantially identical forward transaction for the Shares in connection herewith on January 9, 2024 (as amended from time to time, the “Additional January, 2024 Forwards”) with one or more dealers (eachBank of America, an “Other Dealer” and collectively, the “Other Dealers”). N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other January, 2024 Forward or more Other Forwards Additional January, 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other January, 2024 Forward or Additional January, 2024 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other November 2021 Forwards”) with one or more dealers Wxxxx Fargo Bank, National Association and Mxxxxx Sxxxxxx & Co. LLC and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional November 2021 Forwards”)) with Wxxxx Fargo Bank, National Association and Mxxxxx Sxxxxxx & Co. LLC. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other November 2021 Forward or more Other Forwards Additional November 2021 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other November 2021 Forward or Additional November 2021 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, commencing on the first, second, second or third or later Scheduled Trading Day day of such Overlap Unwind PeriodPeriod as specified in the notice from Counterparty, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to depending on whether such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is involves this Transaction and an Other November 2021 Forward or an Additional November 2021 Forward with only one Other Dealer, every third Scheduled Trading Day if there are (1) other dealer or with two Other Dealers, etc(2) other dealers.).

Other Forward Transactions. Dealer acknowledges that Counterparty has entered (including by assignment) or may enter in the future into one or more substantially similar identical forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers dealers, and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for any such Other Forward Forwards coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).. Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty hereunder, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to us. Yours faithfully, By: Name: Title: Agreed and accepted by: By: Name: Title: If Counterparty delivers Unregistered Settlement Shares pursuant to Section 14 above (a “Private Placement Settlement”), then: (a) all Unregistered Settlement Shares shall be delivered to Dealer (or any affiliate of Dealer designated by Dealer) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; (b) as of or prior to the date of delivery, Dealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities of similar size (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); (c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and obligations to use best efforts to obtain customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses in connection with such resale, including all commercially reasonable fees and expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

Other Forward Transactions. Dealer acknowledges Counterparty agrees that Counterparty has entered it shall not cause to occur, or may enter in the future into one or more substantially similar forward transactions for the Shares (eachpermit to exist, an “Other Forward” and collectively, the “Other Forwards”) with one or more dealers (each, Unwind Period at any time that there is an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more Other Forwards for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for (or equivalent term) under any such Other Forward coincides for any period Dealer’s Transaction. [Signature page to follow. Remainder of time with an Unwind Period for page intentionally left blank.] Yours sincerely, By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Confirmed as of the Transaction date first above written: By: /s/ Xxxx X. Xxxxxxxx, III Name: Xxxx X. Xxxxxxxx, III Title: Assistant Treasurer Schedule I-1 If Counterparty delivers Restricted Shares pursuant to Section 10 above (the a “Overlap Unwind PeriodPrivate Placement Settlement”), then: (a) the delivery of Restricted Shares by Counterparty shall notify be effected in accordance with customary private placement procedures for issuers comparable to Counterparty with respect to such Restricted Shares reasonably acceptable to Dealer. Counterparty shall not take, or cause to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the sale by Counterparty to Dealer at least three Scheduled Trading Day (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer); (b) as of or prior to the commencement date of delivery, Dealer and any potential purchaser of any such Overlap Unwind Period Restricted Shares from Dealer (or any affiliate of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer designated by Dealer) identified by Dealer shall be permitted afforded a commercially reasonable opportunity to purchase Shares conduct a due diligence investigation with respect to unwind its hedge Counterparty customary in scope for similarly-sized private placements of equity securities for issuers comparable to Counterparty (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); provided that, prior to receiving or being granted access to any such information, any such potential purchaser may be required by Counterparty to enter into a customary non-disclosure agreement with Counterparty in respect of any such due diligence investigation; (c) as of the Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Perioddate of delivery, commencing on Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the first, second, third or later Scheduled Trading Day private placement of such Overlap Unwind Period, as notified Restricted Shares by Counterparty to Dealer (or any such affiliate) and the private resale of such Restricted Shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size for issuers comparable to Counterparty, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the mutual indemnification of, and contribution in connection with the liability of the parties and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty at least one Scheduled Trading Day prior to of all reasonable fees and expenses in connection with such Overlap Unwind Period (which alternating Scheduled Trading Daysresale, including all reasonable fees and expenses of counsel for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day and shall contain representations, warranties, covenants and agreements of Counterparty customary for issuers comparable to Counterparty and reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and (d) in connection with the private placement of such Restricted Shares by Counterparty to Dealer (or any such affiliate) and the private resale of such Restricted Shares by Dealer (or any such affiliate), Counterparty shall, if there are two Other Dealersso requested by Dealer, etcprepare, in cooperation with Dealer, a private placement memorandum customary for comparable private placements and issuers comparable to Counterparty and otherwise in form and substance reasonably satisfactory to Dealer.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to time, the “Other January, 2024 Forward”) with Bank of America, N.A. and that Counterparty may enter in the future into one or more substantially similar identical forward transactions for the Shares in connection herewith (each, an “Other Forward” and collectivelyas amended from time to time, the “Other Additional January, 2024 Forwards”) with one or more dealers (eachBank of America, an “Other Dealer” and collectively, the “Other Dealers”). N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other January, 2024 Forward or more Other Forwards Additional January, 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other January, 2024 Forward or Additional January, 2024 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Dealer acknowledges that Counterparty has entered or may enter in the future into one or more substantially similar identical master forward transactions confirmations for the Shares (each, an “Other Forward” and collectively, the “Other ForwardsForward Transaction”) and related transactions thereunder with one or more dealers [Citibank, N.A.], [Barclays Bank PLC], [BNP Paribas], [Xxxxxxxxx LLC], [JPMorgan Chase Bank, National Association], [MUFG Securities EMEA plc] and/or [The Bank of Nova Scotia], and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more transactions under any Other Forwards Forward Transaction for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for any such Other Forward transaction coincides for any period of time with an Unwind Period for the any Transaction hereunder (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the relevant Transaction hereunder only on the alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one relevant Other Dealer, every third Scheduled Trading Day if there are two relevant Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other September 2022 Forward or an Additional September 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other September 2022 Forwards”) with one or more dealers Citibank, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional September 2022 Forwards”). ) with Citibank, N.A.. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other September 2022 Forward or more Other Forwards Additional September 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other September 2022 Forward or Additional September 2022 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Dealer acknowledges that Counterparty has entered or may enter in the future into one or more substantially similar identical master forward transactions confirmations for the Shares (each, an “Other Forward” and collectively, the “Other ForwardsForward Transaction”) and related transactions thereunder with one or more dealers [Mizuho Markets Americas LLC, Bank of America, N.A., Bank of Montreal, Jxxxxxxxx LLC, JX Xxxxxx Cxxxx Bank, National Association, Nomura Global Financial Products Inc., Regions Securities LLC, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and/or Wxxxx Fargo Bank, National Association] and/or affiliates thereof (each, an “Other Dealer” and collectively, the “Other Dealers”). Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one or more transactions under any Other Forwards Forward Transaction for which “Cash Settlement” or “Net Share Settlement” is applicable, and the resulting “Unwind Period” for any such Other Forward transaction coincides for any period of time with an Unwind Period for the any Transaction hereunder (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the relevant Transaction hereunder only on the alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one relevant Other Dealer, every third Scheduled Trading Day if there are two relevant Other Dealers, etc.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to time, the “Other January, 2024 Forward”) with Wxxxx Fargo, National Association and that Counterparty may enter in the future into one or more substantially similar identical forward transactions for the Shares in connection herewith (each, an “Other Forward” and collectivelyas amended from time to time, the “Other Additional January, 2024 Forwards”) with one or more dealers (eachWxxxx Fargo, an “Other Dealer” and collectively, the “Other Dealers”)National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other January, 2024 Forward or more Other Forwards Additional January, 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other January, 2024 Forward or Additional January, 2024 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (a “Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more a substantially similar identical forward transactions transaction for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other January, 2024 Forward”) with Xxxxx Fargo, National Association and that Counterparty has entered into a substantially identical forward transaction for the Shares in connection herewith on January 9, 2024 (as amended from time to time, the “Additional January, 2024 Forwards”) with one or more dealers (eachXxxxx Fargo, an “Other Dealer” and collectively, the “Other Dealers”)National Association. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other January, 2024 Forward or more Other Forwards Additional January, 2024 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other January, 2024 Forward or Additional January, 2024 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Counterparty agrees that it shall not cause to occur, or permit to exist, an Unwind Period hereunder at any time there is an (1) “Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as defined under) any master confirmation for registered forward transactions) (an “ATM Forward Transaction”) with any financial institution other than Dealer acknowledges (an “Other Forward Transaction”) that is not an Other May 2022 Forward or an Additional May 2022 Forward (each as defined below), (2) any “Forward Hedge Selling Period” (or equivalent concept) under any ATM Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement). Dealer acknowledges, however, that Counterparty has entered or may enter in the future into one or more substantially similar identical forward transactions for the Shares on the date hereof (each, an “Other Forward” and collectivelyas amended from time to time, the “Other May 2022 Forwards”) with one or more dealers Citibank, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (each, an “Other Dealer” and collectivelyas amended from time to time, the “Other DealersAdditional May 2022 Forwards”). ) with Citibank, N.A. Dealer and Counterparty agree that if Counterparty designates a “Settlement Date” with respect to one any Other May 2022 Forward or more Other Forwards Additional May 2022 Forward for which “Cash Settlement” or “Net Share Settlement” is applicable, applicable and one or both of the resulting “Unwind PeriodPeriods” for any such Other May 2022 Forward or Additional May 2022 Forward coincides for any period of time with an Unwind Period for the this Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least three one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, may be every other Scheduled Trading Day if there is only one Other Dealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).