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2. |
Additional Manager Parties |
(a) Each of the Existing Manager Parties under the Equity Distribution Agreement, as Manager, Forward Seller and Forward Purchaser, as the
case may be, thereunder, will continue to serve in such capacities after the date hereof in accordance with the terms of the Equity Distribution Agreement (as modified by this letter agreement). The Company desires to, and hereby does, appoint each
of (i) BMO Capital Markets Corp. (BMO), Mizuho Securities USA LLC (Mizuho) and Regions Securities LLC (Regions) as an additional Manager and Forward Seller (collectively, the
Additional Managers and the Additional Forward Sellers, respectively) and (ii) Bank of Montreal, Mizuho Markets Americas LLC and Regions as an additional Forward Purchaser (collectively, the
Additional Forward Purchasers and, together with the Additional Managers and the Additional Forward Sellers, the Additional Manager Parties), in each case under the Equity Distribution Agreement (as modified by
this letter agreement), and each of the Additional Manager Parties and the Existing Manager Parties (collectively, the Manager Parties) acknowledges each such appointment.
(b) Each of the Additional Manager Parties hereby acknowledges that it has received and reviewed a complete copy of the Equity Distribution
Agreement and agrees and confirms that, upon execution and delivery of this letter agreement, it shall become a party to the Equity Distribution Agreement and be fully bound by and subject to, and benefit from, all of the covenants, terms and
conditions of the Equity Distribution Agreement (as modified by this letter agreement), as though an original party thereto. Upon such execution and delivery, the Company agrees and confirms the foregoing with each of the Additional Manager Parties,
and each of the Existing Manager Parties acknowledges the foregoing.
(c) For purposes of the Equity Distribution Agreement (as modified
by this letter agreement):
(i) except as otherwise therein provided, all statements, requests, notices and agreements
thereunder to the Additional Manager Parties shall be in writing and delivered by hand, overnight courier, mail or facsimile and shall be sufficient in all respects if delivered or sent, (A) in the case of the Additional Managers or the
Additional Forward Sellers, to (1) BMO Capital Markets Corp., Equity-Linked Capital Markets, 151 West 42nd Street, 32nd Floor, New York, New York 10036, Attention: Brian Riley, Telephone: (212) 605-1414,
Facsimile: (212) 885-4165, (2) Mizuho Securities USA LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets and (3) Regions Securities LLC, 615 South
College Street, Suite 600, Charlotte, North Carolina 28202, Attention: ECM Team, Email: ECMDesk@regions.com and (B) in the case of the Additional Forward Purchasers, to (1) Bank of Montreal, 55 Bloor Street West, 18th Floor, Toronto,
Ontario M4W 1A5, Canada, Attention: Manager, Derivatives Operations, Facsimile: (416) 552-7904, Telephone: (416) 552-4177,with a copy to: Bank of Montreal, 100 King
Street West, 20th Floor, Toronto, Ontario M5X 1A1, Canada, Attention: Associate General Counsel & Managing Director, Derivatives Legal Group, Facsimile: (416) 956-2318, (2) Mizuho Markets Americas
LLC, 1271 Avenue of the Americas, 3rd Floor, New York, New York 10020, Attention: Equity Capital Markets and (3) Regions Securities LLC, 615 South College St., Suite 600, Charlotte, North Carolina 28202, Attention: ECM Team, Email:
ECMDesk@regions.com; and
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