DIGITAL REALTY TRUST, INC. 10,500,000 Shares of Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • July 20th, 2015 • Digital Realty Trust, L.P. • Real estate • New York
Digital Realty Trust, Inc., a Maryland corporation (the “Company”), and Bank of America, N.A. (“BofA”), Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc. (“Citigroup” and, together with BofA and Morgan Stanley, in their capacities as sellers of Shares (as defined below) hereunder, the “Forward Sellers”), at the Company’s request in connection with (i) the letter agreement dated the date hereof between the Company and BofA, (ii) the letter agreement dated the date hereof between the Company and Morgan Stanley and (iii) the letter agreement dated the date hereof between the Company and Citigroup (each such letter agreement, a “Forward Sale Agreement” and, together, the “Forward Sale Agreements”, and BofA, Morgan Stanley and Citigroup in their capacities as counterparties under their respective Forward Sale Agreements, the “Forward Purchasers”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Sett
Date: July 14, 2015 To: Digital Realty Trust, Inc . Four Embarcadero Center, Suite 3200 San Francisco, CA 94111 From: Citigroup Global Markets Inc. New York, NY 10013 Attn: James Heathcote Telephone: (212) 723-7452 Email: james.heathcote@citi.com Re:...Registered Forward Transaction • July 20th, 2015 • Digital Realty Trust, L.P. • Real estate • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citigroup Global Markets Inc. (“Dealer”) and Digital Realty Trust, Inc. (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
