BROADSTONE NET LEASE, INC. COMMON STOCK ($0.00025 PAR VALUE PER SHARE) AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
Exhibit 1.7
BROADSTONE NET LEASE, INC.
COMMON STOCK ($0.00025 PAR VALUE PER SHARE)
AMENDMENT NO. 1 TO
May 3, 2024
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
AMENDMENT NO. 1, dated as of May 3, 2024 (this “Amendment No. 1”), by and among Broadstone Net Lease, Inc., a Maryland corporation (the “Company”), and Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Partnership,” and, together with the Company, the “Transaction Parties”), the Managers and the Forward Purchasers for that certain Equity Distribution Agreement, dated August 23, 2021 (the “Agreement”).
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to the Agreement;
WHEREAS, the parties hereto wish to amend the Agreement to make certain changes to the Agreement with effect on and after May 3, 2024 (the “Effective Date”); and
WHEREAS, this Amendment No. 1 shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date hereof as follows:
Section 1. Definitions.
Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
Section 2. Representation and Warranty.
Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to the Managers and the Forward Purchasers that this Amendment No. 1 has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Transaction Parties.
Section 3. Amendment of the Agreement.
(a) Addressees.
(1) The list of Managers and Forward Purchasers on page 1 of the Agreement and their respective addresses are amended and restated as follows:
| BMO Capital Markets Corp. 000 X 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
Bank of Montreal 00 Xxxxx Xxxxxx Xxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx | |
| BTIG, LLC 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 |
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| Capital One Securities, Inc. 000 Xx. Xxxxxxx Xxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 |
||
| Citizens JMP Securities, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 |
Citizens JMP Securities, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 | |
| Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 |
Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 | |
| X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 |
JPMorgan Chase Bank, National Association 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 | |
| KeyBanc Capital Markets Inc. 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 |
KeyBanc Capital Markets Inc. 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 | |
| Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 |
Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000-8293 | |
| Nomura Securities International, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 |
Nomura Global Financial Products, Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 | |
| Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
Regions Securities LLC 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 | |
| Xxxxxx X. Xxxxxxx & Company, Inc. 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 |
||
| TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 |
The Toronto-Dominion Bank c/o TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 | |
| Truist Securities, Inc. 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 |
Truist Bank 0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx Xxxxxxx, XX 00000 | |
| As Managers | As Forward Purchasers | |
(b) Introductory Paragraph.
(1) The first paragraph of the Agreement is amended and restated as follows:
Broadstone Net Lease, Inc., a Maryland corporation (the “Company”), and Broadstone Net Lease, LLC, a New York limited liability company (the “Operating Partnership,” and, together with the Company, the “Transaction Parties”), each confirms its agreement (this “Agreement”) with each of BMO Capital Markets Corp., BTIG, LLC, Capital One Securities, Inc., Citizens JMP Securities, LLC, Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc., Xxxxxx Xxxxxxx & Co. LLC, Regions Securities LLC, Xxxxxx X. Xxxxxxx & Company, Inc., TD Securities (USA) LLC and Truist Securities,
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Inc., as sales agent or principal (collectively, the “Sales Agents”), each of BMO Capital Markets Corp., Citizens JMP Securities, LLC, Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc., Xxxxxx Xxxxxxx & Co. LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent), Regions Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc. as forward seller (collectively, the “Forward Sellers” and collectively with the “Sales Agents,” in such capacities as Sales Agent or Forward Seller, as the case may be, the “Managers”), and each of Bank of Montreal, Citizens JMP Securities, LLC, Xxxxxxx Xxxxx & Co. LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Xxxxxx Xxxxxxx & Co. LLC, Nomura Global Financial Products, Inc., Regions Securities LLC, The Toronto-Dominion Bank and Truist Bank, as forward purchaser (in such capacity, each a “Forward Purchaser,” and together, the “Forward Purchasers”) with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common stock, $0.00025 par value per share (the “Common Stock”), having an aggregate offering price of up to $400,000,000 (the “Maximum Amount”) through or to a Manager, as sales agent or principal, on the terms and subject to the conditions set forth in this Agreement.
(2) In the event that an entity acting as Forward Purchaser (the “Previous Forward Purchaser”) is replaced as a party under the Agreement by its affiliate (the “New Forward Purchaser”), then, from the date of such transfer/assignment, the New Forward Purchaser shall for all purposes of the Agreement be substituted for the Previous Forward Purchaser as a Forward Purchaser party hereto (as assignee of the Previous Forward Purchaser).
(3) For the avoidance of doubt, the amounts sold pursuant to the Agreement prior to May 3,2024 shall not count against the Maximum Amount.
(c) Second Paragraph.
(1) The first sentence of the second paragraph of the Agreement is hereby amended and restated as follows:
For purposes of clarity, it is understood and agreed by the parties hereto that, if Forward Hedge Shares (as defined below) are offered or sold through a Manager acting as forward seller for the applicable Forward Purchaser (or, in the case of Nomura Securities International, Inc., through BTIG, LLC acting as an agent for Nomura Securities International, Inc. acting as forward seller for the applicable Forward Purchaser), then such Manager, as forward seller (including Nomura Securities International, Inc. acting as forward seller and BTIG, LLC acting as its agent), shall be acting as sales agent for the applicable Forward Purchaser with respect to the offer and sale of such Forward Hedge Shares, and, except in cases where this Agreement expressly refers to a Manager acting as sales agent for the Company or unless otherwise expressly stated or the context otherwise requires, references in this Agreement to a Manager acting as sales agent shall also be deemed to apply to such Manager (including both Nomura Securities International, Inc. acting as forward seller and BTIG, LLC acting as its agent) when acting as forward seller, mutatis mutandis.
(d) Third Paragraph (registration statement).
(1) The third paragraph of the Agreement is hereby amended and restated as follows:
The Company and the Operating Partnership have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 for the registration of the Shares (the “registration statement”) under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder (collectively, the “Rules and Regulations”). The Registration Statement (as defined below) sets forth the material terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Transaction Parties and their business. Except where the context otherwise requires, the term “Registration Statement” means the registration statement, as amended at the time of the registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to each Manager, including (i) all documents filed as a part thereof or incorporated, or deemed to be incorporated, by reference therein and (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C of the Rules and Regulations, to be part of the registration statement at the effective time. Except where the context requires, the term “Basic Prospectus” means the prospectus dated May 3, 2024, filed as part of the Registration Statement, including the documents incorporated by reference therein as of the date of such prospectus. Except where the context otherwise requires, the term “Prospectus Supplement” means the prospectus supplement to the Basic Prospectus included as part of the registration statement, which prospectus supplement relates to the Shares to be issued from time to time by the Company, in the form furnished by the Transaction Parties to each Manager in connection with the offering of the Shares. Except where the context otherwise requires, the term “Prospectus” means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the last sentence of Section 3(bb) and filed in accordance with the provisions of Rule 424(b) of the Rules and Regulations), together with the Basic Prospectus attached to or used with the Prospectus Supplement. “Permitted Free Writing Prospectus” has the meaning set forth in Section 3(g). Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus and any Permitted Free Writing Prospectus shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated, or deemed to be incorporated, by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall, unless stated otherwise, be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) on or after the initial effective date of the Registration Statement or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference.
(2) Notwithstanding anything to the contrary contained herein, this Amendment No. 1 shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of “registration statement,” “Registration Statement,” “Base Prospectus” and “Prospectus Supplement,” contained in the Agreement prior to the Effective Date.
(e) Section 1 (Settlement).
(1) The first sentence of Section 1(c)(vii) of the Agreement is hereby amended and restated as follows:
Settlement for sales of the Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (and on and after May 28, 2024, the first Trading Day or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”).
(f) Section 3(n) (Reimbursement of Certain Expenses).
(1) Clause (xii) of Section 3(n) is hereby amended and restated as follows:
(xii) if Shares having an aggregate offering price of $40,000,000 or more have not been offered and sold under this Agreement collectively by May 3, 2027 (or such earlier date on which the Transaction Parties terminate this Agreement), the Transaction Parties shall reimburse the Managers and the Forward Purchasers in an aggregate amount up to $200,000 of their reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Managers and the Forward Purchasers incurred by the Managers and the Forward Purchasers in connection with the transactions contemplated by this Agreement and any Confirmation.
(2) For the avoidance of doubt, amounts sold pursuant to the Agreement prior to May 3, 2024 shall not count towards the $40,000,000 threshold stated in clause (xii) of Section 3(n).
(g) Section 5 (Indemnification).
(1) The section letterings with respect to the section labeled as Section 5(a) Contribution and the section labeled as Section 5(b) Survival in the Agreement were incorrect and the section letterings with respect to such sections are hereby corrected to be Section 5(d) Contribution and Section 5(e) Survival, respectively.
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(h) Section 7 (Notices).
(1) Subclause (i) of Section 7(a) of the Agreement is hereby amended and restated as follows:
if to the Company and the Operating Partnership:
c/o Broadstone Net Lease, Inc.
000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Victor, NY 14564
Email: xxxx.xxxxxx@xxxxxxxxxx.xxx
Attention: Xxxx X. Xxxxxx Xx., Senior Vice President, General Counsel & Secretary
(2) Subclause (ii) of Section 7(a) of the Agreement is hereby amended and restated as follows:
if to the Managers:
BMO Capital Markets Corp.
000 X 00xx Xxxxxx, 32nd Floor
New York, NY 10036
Attention: Equity Syndicate Department, with a copy to the Legal Department
Telephone: (000) 000-0000
BTIG, LLC
00 Xxxx 00xx Xxxxxx
New York, NY 10022
Attention: ATM Trading Desk
Email: XXXXXXXXXXxxxxxx@xxxx.xxx
With a copy (which shall not constitute notice) to:
BTIG, LLC
000 Xxxxxxxxxx Xxxxxx
San Francisco, CA 94111
Attention: General Counsel and Chief Compliance Officer
Email: XXXXxxxxxxxxxx@xxxx.xxx
Email: XXXxxxx@xxxx.xxx
Placement Notice Contacts (to receive all Agency Transaction Notices and Forward Placement Notices):
XXXXXXXXXXxxxxxx@xxxx.xxx
Capital One Securities, Inc.
000 Xx. Xxxxxxx Xxx, Xxxxx 0000
New Orleans, LA 70170
Attention: Xxxxxxxxx Xxxxxxx
Email: Xxxxxxxxx.Xxxxxxx@xxxxxxxxxx.xxx
Citizens JMP Securities, LLC
000 Xxxx Xxxxxx, 0xx Floor
New York, NY 10022
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Attention: ATM Trading Desk
Email: xxxxxxxxx@xxxxxxxxxxxxx.xxx
Xxxxxxx Xxxxx & Co. LLC
000 Xxxx Xxxxxx
New York, NY 10282-2198
Attention: Registration Department
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx, 0xx Floor
New York, NY 10179
Attention: Xxxxxxx Xxxxx
Facsimile: (000) 000-0000
Email: xxxxxxx.x.xxxxx@xxxxxxxx.xxx
KeyBanc Capital Markets Inc.
000 Xxxxxx Xxxxxx, 0xx Floor
Cleveland, OH 44114
Attention: Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx
Email: Xxxxx.Xxxxxx@xxx.xxx; xxxxxxx.x.xxxxx@xxx.xxx;
xxxx.xxxxxxxxx@xxx.xxx
Telephone: (000) 000-0000
Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx
New York, NY 10036
Attention: Equity Syndicate Desk, with a copy to the Legal Department
Nomura Securities International, Inc. (as Forward Seller acting through BTIG, LLC as agent)
000 Xxxx 00xx Xxxxxx
New York, NY 10019
Attention: Structured Equity Solutions
Email: xxxxxxxxxxx@xxxxxx.xxx
with a copy (which shall not constitute notice) to:
Nomura Securities International, Inc. 000 Xxxx 00xx Xxxxxx
New York, NY 10019
Attention: Equities Legal Email: Xxx.Xxxxxxxxx@xxxxxx.xxx
and to:
BTIG, LLC as agent of the Forward Seller, at the address for BTIG, LLC provided above
Placement Notice Contacts (to receive only Forward Placement Notices):
Nomura Securities International, Inc.
000 Xxxx 00xx Xxxxxx
New York, NY 10019
Attention: Structured Equity Solutions
Email: xxxxxxxxxxx@xxxxxx.xxx
Regions Securities LLC
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Charlotte, NC 28202
Attention: ECM Desk
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Email: xxxx.xxxxxxxx@xxxxxxx.xxx; Telephone: 000-000-0000
Email: Xx.xxxxxxxxx@xxxxxxx.xxx; Telephone: 000-000-0000
Email: Xxxxxxx.xxxxxxx@xxxxxxx.xxx; Telephone: 000-000-0000
Email: xxxxx.xxxxxxxx0@xxxxxxx.xxx; Telephone: 000-000-0000
Xxxxxx X. Xxxxxxx & Company, Inc.
00 Xxxxxxxx, 00xx Xxxxx
New York, NY 10006
Attention: Xxxxx Xxxxxxx
Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx
Telephone: 000-000-0000
TD Securities (USA) LLC
0 Xxxxxxxxxx Xxxxxx
New York, NY 10017
c/o Equity Capital Markets
Email: XXX_XXX@xxxxxxxxxxxx.xxx
Truist Securities, Inc.
0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx
Atlanta, GA 30326
Attention: Equity Syndicate Department
Email: xx.xxx.xxxxxxxx@xxxxxx.xxx
(3) Subclause (iii) of Section 7(a) of the Agreement is hereby amended and restated as follows:
if to the Forward Purchasers:
Bank of Montreal
00 Xxxxx Xxxxxx Xxxx, 00xx Floor
Toronto, Ontario M4W 1A5
Canada
Attention: Manager, Derivatives Operations
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
With a copy to:
Bank of Montreal
000 Xxxx Xxxxxx Xxxx, 00xx Floor
Toronto, Ontario M5X 1A1
Canada
Attention: Associate General Counsel & Managing Director, Derivatives Legal Group
Facsimile: (000) 000-0000
Citizens JMP Securities, LLC
000 Xxxx Xxxxxx, 0xx Floor
New York, NY 10022
Attention: ATM Trading Desk
Email: xxxxxxxxx@xxxxxxxxxxxxx.xxx
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Xxxxxxx Xxxxx & Co. LLC
000 Xxxx Xxxxxx
New York, NY 10282-2198
Attention: Xxxxxxx Xxxxx, Equity Capital Markets
Email: xxxxxxx.xxxxx@xx.xxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
With a copy to:
Attention: Xxx Xxxxxxxxxxxx
Email: xxx.xxxxxxxxxxxx@xx.xxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
And email notification to the following address:
Xx-xxxxxx-xxxxxxxxxxxxx@xx.xxx.xx.xxx
JPMorgan Chase Bank, National Association
000 Xxxxxxx Xxxxxx
New York, NY 10179
EDG Marketing Support
Email: xxx_xxxxxxx@xxxxxxxx.xxx;
xxx_xx_xxxxxxxxx_xxxxx_xxxxxxx@xxxxxxxx.xxx
With a copy to:
Attention: Xxxxxxx Xxxxx
Email: xxxxxxx.x.xxxxx@xxxxxxxx.xxx
KeyBanc Capital Markets Inc.
000 Xxxxxx Xxxxxx, 0xx Floor
Cleveland, OH 44114
Attention: Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx
Email: Xxxxx.Xxxxxx@xxx.xxx; xxxxxxx.x.xxxxx@xxx.xxx;
xxxx.xxxxxxxxx@xxx.xxx
Telephone: (000) 000-0000
Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx
New York, NY 10036-8293
Attention: Xxxxxx Xxxxxxx
Email: Xxxxxx.Xxxxxxx0@xxxxxxxxxxxxx.xxx
Nomura Global Financial Products, Inc.
000 Xxxx 00xx Xxxxxx
New York, NY 10019 Attention: Structured Equity Solutions
Email: xxxxxxxxxxx@xxxxxx.xxx
with a copy (which shall not constitute notice) to:
Nomura Global Financial Products, Inc.
000 Xxxx 00xx Xxxxxx
New York, NY 10019
Attention: Equities Legal
Email: xxxxxxxxxxxxxxx@xxxxxx.xxx
and to:
BTIG, LLC, at the addresses for BTIG, LLC provided above
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Placement Notice Contacts (to receive only Forward Placement Notices):
Nomura Global Financial Products, Inc.
000 Xxxx 00xx Xxxxxx
New York, NY 10019
Attention: Structured Equity Solutions
Email: xxxxxxxxxxx@xxxxxx.xxx
Regions Securities LLC
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Charlotte, NC 28202
Attention: ECM Desk
Email: xxxx.xxxxxxxx@xxxxxxx.xxx; Telephone: 000-000-0000
Email: Xx.xxxxxxxxx@xxxxxxx.xxx; Telephone: 000-000-0000
Email: Xxxxxxx.xxxxxxx@xxxxxxx.xxx; Telephone: 000-000-0000
Email: xxxxx.xxxxxxxx0@xxxxxxx.xxx; Telephone: 000-000-0000
The Toronto-Dominion Bank
c/o TD Securities (USA) LLC
0 Xxxxxxxxxx Xxxxxx
New York, NY 10017
Attention: Global Equity Derivatives
Telephone: (000) 000-0000
Email: XXXXX-XXXXXXxxxxxxxXxxxxxxxxXxxxx@xxxxxxxxxxxx.xxx;
xxxxxxx.xxxxxxxxx@xxxxxxxxxxxx.xxx;
xxxxxxxxxxx.xxxxxx@xxxxxxxxxxxx.xxx;
Xxxxxxx.xxxxxx0@xxxxxxxxxxxx.xxx; xxxxxxx.xxxxxxx@xxxxxxxxxxxx.xxx
Truist Bank
0000 Xxxxxxxxx Xxxx XX, 00xx Xxxxx
Atlanta, GA 30326
Attention: Equity Syndicate Department
Email: xx.xxx.xxxxxxxx@xxxxxx.xxx
With a copy to:
Xxxxxxx Xxxxxxx, Managing Director
Telephone: 000-000-0000
Email: xxxxxxx.xxxxxxx@xxxxxx.xxx
(f) Schedules.
(1) Schedule 1 of the Agreement is hereby amended and restated as follows:
Schedule 1. Authorized Company Representatives.
Xxxx Xxxxxxx, Chief Executive Officer
Xxxxx Xxxxxxx, EVP and Chief Financial Officer
Xxxx Xxxxxx, President and Chief Operating Officer
Xxxx Xxxxxx SVP and General Counsel
(2) Schedule 2 of the Agreement is hereby amended and restated as follows:
Schedule 2. Information Supplied by the Managers and the Forward
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| Purchasers. |
||
| BMO Capital Markets Corp. |
Bank of Montreal | |
| BTIG, LLC |
||
| Capital One Securities, Inc. |
||
| Citizens JMP Securities, LLC |
Citizens JMP Securities, LLC | |
| Xxxxxxx Xxxxx & Co. LLC |
Xxxxxxx Xxxxx & Co. LLC | |
| X.X. Xxxxxx Securities LLC |
JPMorgan Chase Bank, National Association | |
| KeyBanc Capital Markets Inc. |
KeyBanc Capital Markets Inc. | |
| Xxxxxx Xxxxxxx & Co. LLC |
Xxxxxx Xxxxxxx & Co. LLC | |
| Nomura Securities International, Inc. (acting through BTIG, LLC as agent) |
Nomura Global Financial Products, Inc. | |
| Regions Securities LLC |
Regions Securities LLC | |
| Xxxxxx X. Xxxxxxx & Company, Inc. |
||
| TD Securities (USA) LLC |
The Toronto-Dominion Bank | |
| Truist Securities, Inc. |
Truist Bank | |
| As Managers |
As Forward Purchasers | |
Section 4. Governing Law. THIS AMENDMENT NO. 1, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AMENDMENT NO. 1, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Each party hereto hereby irrevocably submits for purposes of any action arising from this Amendment No. 1 brought by any other party hereto to the jurisdiction of the courts of New York State located in the Borough of Manhattan and the U.S. District Court for the Southern District of New York.
Section 5. Entire Agreement. The Agreement, as amended by this Amendment No. 1, represents the entire agreement between the parties hereto with respect to the preparation of any registration statement, Base Prospectus, Prospectus Supplement or the Prospectus and the conduct of the offering and the sale and distribution of the Shares.
Section 6. Counterparts. This Amendment No. 1 may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Each party to this Amendment No. 1 acknowledges that electronic signatures, whether digital or encrypted, of a party may be included in this Amendment No. 1 and if so, are intended to authenticate this writing and to have the same force and effect as a manual signature. “Electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
[Signature page follows]
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If the foregoing correctly sets forth the understanding between the Transaction Parties and each of the Managers and Forward Purchasers, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 and your acceptance shall constitute a binding agreement among the Transaction Parties and each of the Managers and Forward Purchasers.
| BROADSTONE NET LEASE, INC. | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | ||
| Title: Chief Executive Officer | ||
| BROADSTONE NET LEASE, LLC | ||
| By: | Broadstone Net Lease, Inc., | |
| its Managing Member | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | ||
| Title: Chief Executive Officer | ||
[Signature Page to Amendment No. 1 to the Equity Distribution Agreement]
| Confirmed as of the date first above mentioned: | ||||||||
| BMO CAPITAL MARKETS CORP. | BANK OF MONTREAL | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxx Xxxxxxxx | By: | /s/ Xxxxx Xxxxx | |||||
| Name: Xxxx Xxxxxxxx | Name: Xxxxx Xxxxx | |||||||
| Title: Co-Head, Global Equity Capital Markets | Title: Managing Director, Global Markets | |||||||
| BTIG, LLC | ||||||||
| as Manager | ||||||||
| By: | /s/ Xxxx Xxxxxxx | |||||||
| Name: Xxxx Xxxxxxx | ||||||||
| Title: Managing Director | ||||||||
| CAPITAL ONE SECURITIES, INC. | ||||||||
| as Manager | ||||||||
| By: | /s/ Xxxx Xxxxxxxx | |||||||
| Name: Xxxx Xxxxxxxx | ||||||||
| Title: Managing Director | ||||||||
| CITIZENS JMP SECURITIES, LLC | CITIZENS JMP SECURITIES, LLC | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxx Xxxx | By: | /s/ Xxxx Xxxx | |||||
| Name: Xxxx Xxxx | Name: Xxxx Xxxx | |||||||
| Title: Managing Director, Head of Real Estate Investment Banking | Title: Managing Director, Head of Real Estate Investment Banking | |||||||
| XXXXXXX XXXXX & CO. LLC | XXXXXXX XXXXX & CO. LLC | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxx Xxxx | By: | /s/ Xxxx Xxxx | |||||
| Name: Xxxx Xxxx | Name: Xxxx Xxxx | |||||||
| Title: Managing Director | Title: Managing Director | |||||||
[Signature Page to Amendment No. 1 to the Equity Distribution Agreement]
| X.X. XXXXXX SECURITIES LLC | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxxx Xxxxxxxx | By: | /s/ Xxxxx Xxxxxxxx | |||||
| Name: Xxxxx Xxxxxxxx | Name: Xxxxx Xxxxxxxx | |||||||
| Title: Executive Director | Title: Executive Director | |||||||
| KEYBANC CAPITAL MARKETS INC. | KEYBANC CAPITAL MARKETS INC. | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxxx Xxxxxx | By: | /s/ Xxxxx Xxxxxx | |||||
| Name: Xxxxx Xxxxxx | Name: Xxxxx Xxxxxx | |||||||
| Title: Managing Director, Equity Capital Markets | Title: Managing Director, Equity Capital Markets | |||||||
| XXXXXX XXXXXXX & CO. LLC | XXXXXX XXXXXXX & CO. LLC | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxx Xxxxxxx | By: | /s/ Xxx Xxxxxxx | |||||
| Name: Xxx Xxxxxxx | Name: Xxx Xxxxxxx | |||||||
| Title: Managing Director | Title: Managing Director | |||||||
| NOMURA SECURITIES INTERNATIONAL, INC. | NOMURA GLOBAL FINANCIAL PRODUCTS, INC. | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxxx Xxxxxxxxxx | By: | /s/ Xxxxxxx Xxxxxxx | |||||
| Name: Xxxxx Xxxxxxxxxx | Name: Xxxxxxx Xxxxxxx | |||||||
| Title: Managing Director | Title: Authorized Representative | |||||||
| REGIONS SECURITIES LLC | REGIONS SECURITIES LLC | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxxxx X. Xxxxxxxxx | By: | /s/ Xxxxxx X. Xxxxxxxxx | |||||
| Name: | Xxxxxx X. Xxxxxxxxx | Name: | Xxxxxx X. Xxxxxxxxx | |||||
| Title: | Managing Director - ECM | Title: | Managing Director - ECM | |||||
[Signature Page to Amendment No. 1 to the Equity Distribution Agreement]
| XXXXXX X. XXXXXXX & COMPANY, INC. | ||||||||
| as Manager | ||||||||
| By: | /s/ Xxxxxxx Xxxxx | |||||||
| Name: Xxxxxxx Xxxxx | ||||||||
| Title: Managing Director | ||||||||
| TD SECURITIES (USA) LLC | THE TORONTO-DOMINION BANK | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxxxxxx Xxxxxxx | By: | /s/ Xxxxxxx Xxxxxxxxx | |||||
| Name: Xxxxxxxx Xxxxxxx | Name: Xxxxxxx Xxxxxxxxx | |||||||
| Title: Managing Director | Title: Managing Director | |||||||
| TRUIST SECURITIES, INC. | TRUIST BANK | |||||||
| as Manager | as Forward Purchaser | |||||||
| By: | /s/ Xxxxxxxx Xxxxxx | By: | /s/ Xxxxxxx Xxxxxxx | |||||
| Name: Xxxxxxxx Xxxxxx | Name: Xxxxxxx Xxxxxxx | |||||||
| Title: Director | Title: Managing Director | |||||||
[Signature Page to Amendment No. 1 to the Equity Distribution Agreement]
