DISTRIBUTION AGREEMENTDistribution Agreement • March 1st, 2021 • Getty Realty Corp /Md/ • Real estate • New York
Getty Realty Corp., a Maryland corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securities LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, JMP Securities LLC, KeyBanc Capital Markets Inc., RBC Capital Markets, LLC and Robert W. Baird & Co. Incorporated (each, in its capacity as sales agent in connection with the offering and sale of Issuance Shares (as defined below) hereunder, and/or in its capacity as principal under any Terms Agreement (as defined in Section 1(a) below), an “Agent” or collectively, the “Agents”), JPMorgan Chase Bank, National Association, Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc. and Royal Bank of Canada (each, in its capacity as purchaser under any Forward Contract (as defined in Section below), a “Forward Purchaser” or collectively, the “Forward Purchasers”) and J.P. Morgan Securities LLC, Bank of America, N.A.
FORM OF MASTER FORWARD CONFIRMATIONGetty Realty Corp /Md/ • March 1st, 2021 • Real estate • New York
The purpose of this letter agreement (this “Master Forward Confirmation”) is to confirm the terms and conditions of certain transactions to be entered into from time to time between [Dealer] (“Party A”) and Getty Realty Corp. (“Party B”) in accordance with the terms of the Distribution Agreement, dated as of February 26, 2021, among Party B, [ ], as Agent and Forward Seller, and Party A, as Forward Purchaser, and the other parties thereto (the “Distribution Agreement”), on one or more Trade Dates specified herein (collectively, the “Transactions” and each, a “Transaction”). This letter agreement constitutes a “Master Forward Confirmation” as referred to in the Distribution Agreement. Each Transaction will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation,” and each such Supplemental Confirmation, together with this Master Forward Confirmation, a “Confirmation” for purposes of the Agreement (as defined below)) substantially in the form of Exhibit A hereto.
