0001104659-21-026962 Sample Contracts

Ventas, Inc. Common Stock ($0.25 par value) AMENDMENT NO. 1 TO ATM EQUITY OFFERINGSM SALES AGREEMENT February 23, 2021
Atm Equity Offerings Sales Agreement • February 24th, 2021 • Ventas, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 1, dated as of February 23, 2021 (the “Amendment No. 1”) by and among Ventas, Inc., a Delaware corporation (the “Company”), BofA Securities, Inc. (f/k/a Merrill Lynch, Pierce, Fenner & Smith Incorporated), Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, UBS Securities LLC and Wells Fargo Securities, LLC as sales agent and/or principal (each, an “Agent,” and collectively, the “Agents”) to that certain ATM Equity OfferingSM Sales Agreement, dated July 31, 2018 (the “Agreement”).

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