Date: September 24, 2018 To: Digital Realty Trust, Inc. Four Embarcadero Center, Suite 3200 San Francisco, CA 94111 From: Citibank, N.A. New York, NY 10013 Attn: Adam Muchnick Telephone: (212) 723-3850 Email: adam.muchnick@citi.com Re: Registered...Registered Forward Transaction • September 27th, 2018 • 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 Citibank, N.A. (“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.
DIGITAL REALTY TRUST, INC. 8,500,000 Shares of Common Stock ($0.01 par value per share) Underwriting AgreementUnderwriting Agreement • September 27th, 2018 • 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”), and Citigroup Global Markets Inc. (in its capacity as an agent and affiliate of Citibank, N.A. (“Citibank”)) and, together with BofA, 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 and (ii) the letter agreement dated the date hereof between the Company and Citibank (each such letter agreement, a “Forward Sale Agreement” and, together, the “Forward Sale Agreements”, and BofA and Citibank, 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 Settlement (as such terms are defined in the Forward Sale Agreements), of a number of shares of common stock, $
