Common use of Other Forward Transactions Clause in Contracts

Other Forward Transactions. Party B agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling Period at any time there is (1) a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Party A (an “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter into one or more forward transactions (each, an “Other ATM Forward Transaction” and collectively, the “Other ATM Forward Transactions”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other Dealer”). Party A and Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other ATM Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Forward Transaction coincides for any period of time with an Unwind Period for a Transaction (the “Overlap Unwind Period”), Party B shall notify Party A at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of such Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other January 2022 Forward or an Additional January 2022 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsJanuary 2022 Forward”) with another Forward Purchaser Wxxxx Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional January 2022 Forwards”) (an “Other Dealer”)with Wxxxx Fargo Bank, National Association. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other January 2022 Forward or more Other ATM Additional January 2022 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other January 2022 Forward Transaction or Additional January 2022 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other January 2022 Forward or an Additional January 2022 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsJanuary 2022 Forward”) with another Forward Purchaser Xxxxx Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional January 2022 Forwards”) (an “Other Dealer”)with Xxxxx Fargo Bank, National Association. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other January 2022 Forward or more Other ATM Additional January 2022 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other January 2022 Forward Transaction or Additional January 2022 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Party B agrees Dealer acknowledges that Counterparty has entered (xincluding by assignment) it shall not cause to occur, or permit to exist, any Forward Hedge Selling Period at any time there is (1) a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Party A (an “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter in the future into one or more substantially identical forward transactions for the Shares (each, an “Other ATM Forward TransactionForward” and collectively, the “Other ATM Forward TransactionsForwards”) with another Forward Purchaser one or more dealers, and/or affiliates thereof (as defined in the Sales Agreement) (each, an “Other Dealer” and collectively, the “Other Dealers”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one or more Other ATM Forward Transactions Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Forward Transaction Forwards coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A Dealer by Party B Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would may be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind PeriodDealer, every third Scheduled Trading Day if there are two Other Dealers, etc.).. Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty hereunder, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to us. Yours faithfully, [DEALER] By: Name: Title: Schedule C - 39 Agreed and accepted by: WELLTOWER INC. By: Name: Title: ANNEX A PRIVATE PLACEMENT PROCEDURES If Counterparty delivers Unregistered Settlement Shares pursuant to Section 14 above (a “Private Placement Settlement”), then:

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (a “Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to the Sales Agreement, Party B may enter into one or more forward transactions (each, an “Other ATM Forward Transaction” and collectivelytime, the “Other ATM Forward TransactionsJanuary, 2024 Forward”) with another Forward Purchaser Wxxxx Fargo, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional January, 2024 Forwards”) (an “Other Dealer”)with Wxxxx Fargo, National Association. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other January, 2024 Forward or more Other ATM Additional January, 2024 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other January, 2024 Forward Transaction or Additional January, 2024 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (a “Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to the Sales Agreement, Party B may enter into one or more forward transactions (each, an “Other ATM Forward Transaction” and collectivelytime, the “Other ATM Forward TransactionsJanuary, 2024 Forward”) with another Forward Purchaser Xxxxx Fargo, National Association and that Counterparty has entered into a substantially identical forward transaction for the Shares in connection herewith on January 9, 2024 (as defined in amended from time to time, the Sales Agreement“Additional January, 2024 Forwards”) (an “Other Dealer”)with Xxxxx Fargo, National Association. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other January, 2024 Forward or more Other ATM Additional January, 2024 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other January, 2024 Forward Transaction or Additional January, 2024 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsNovember 2021 Forwards”) with another Forward Purchaser Wxxxx Fargo Bank, National Association and Bank of America, N.A. and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional November 2021 Forwards”) (an “Other Dealer”). Party A with Wxxxx Fargo Bank, National Association and Party B Bank of America, N.A. Dealer and Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other November 2021 Forward or more Other ATM Additional November 2021 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other November 2021 Forward Transaction or Additional November 2021 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, commencing on the first, second, second or third or later Scheduled Trading Day day of such Overlap Unwind PeriodPeriod as specified in the notice from Counterparty, as notified to Party A by Party B at least one Scheduled Trading Day prior to depending on whether such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is involves this Transaction and an Other November 2021 Forward or an Additional November 2021 Forward with only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are (1) other dealer or with two Other Dealers, etc(2) other dealers.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (a “Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to the Sales Agreement, Party B may enter into one or more forward transactions (each, an “Other ATM Forward Transaction” and collectivelytime, the “Other ATM Forward TransactionsJanuary, 2024 Forward”) with another Forward Purchaser Bank of America, N.A. and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional January, 2024 Forwards”) (an “Other Dealer”). Party A with Bank of America, N.A. Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other January, 2024 Forward or more Other ATM Additional January, 2024 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other January, 2024 Forward Transaction or Additional January, 2024 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (a “Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other January, 2024 Forward or an Additional January, 2024 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to the Sales Agreement, Party B may enter into one or more forward transactions (each, an “Other ATM Forward Transaction” and collectivelytime, the “Other ATM Forward TransactionsJanuary, 2024 Forward”) with another Forward Purchaser Bank of America, N.A. and that Counterparty has entered into a substantially identical forward transaction for the Shares in connection herewith on January 9, 2024 (as defined in amended from time to time, the Sales Agreement“Additional January, 2024 Forwards”) (an “Other Dealer”). Party A with Bank of America, N.A. Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other January, 2024 Forward or more Other ATM Additional January, 2024 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other January, 2024 Forward Transaction or Additional January, 2024 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other September 2022 Forward or an Additional September 2022 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsSeptember 2022 Forwards”) with another Forward Purchaser Mxxxxx Sxxxxxx & Co. LLC, and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional September 2022 Forwards”) (an “Other Dealer”)with Mxxxxx Sxxxxxx & Co. LLC. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other September 2022 Forward or more Other ATM Additional September 2022 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other September 2022 Forward Transaction or Additional September 2022 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other September 2022 Forward or an Additional September 2022 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsSeptember 2022 Forwards”) with another Forward Purchaser Citibank, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional September 2022 Forwards”) (an “Other Dealer”). Party A with Citibank, N.A.. Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other September 2022 Forward or more Other ATM Additional September 2022 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other September 2022 Forward Transaction or Additional September 2022 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Party B agrees Dealer acknowledges that (x) it shall not cause to occur, Counterparty has entered or permit to exist, any Forward Hedge Selling Period at any time there is (1) a “Forward Hedge Selling Period” (may enter in the future into one or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any more substantially identical master forward confirmation) with any financial institution other than Party A confirmations for the Shares (each, an “Other Forward Transaction”)) and related transactions thereunder with [Citibank, (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement includingN.A.], without limitation[BNP Paribas], any equity distribution agreement) (such period[Jxxxxxxxx LLC], a “Selling Period”) that Party B enters into with any financial institution other than Party A[JX Xxxxxx Chase Bank, and (y) Party B shall not cause to occurNational Association], or permit to exist[Mizuho Markets Americas LLC], an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below)[MUFG Securities EMEA plc], a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A acknowledges[The Bank of Nova Scotia] and/or [Truist Bank], however, that, pursuant to the Sales Agreement, Party B may enter into one or more forward transactions and/or affiliates thereof (each, an “Other ATM Forward TransactionDealer” and collectively, the “Other ATM Forward Transactions”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other DealerDealers”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one or more transactions under any Other ATM Forward Transactions Transaction for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Forward Transaction transaction coincides for any period of time with an Unwind Period for a any Transaction hereunder (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such the relevant Transaction hereunder only on the alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A Dealer by Party B Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would may be every other Scheduled Trading Day if there is only one relevant Other Dealer in such Overlap Unwind PeriodDealer, every third Scheduled Trading Day if there are two relevant Other Dealers, etc.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other April 2019 Forward (as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to the Sales Agreement, Party B may enter into one or more forward transactions (each, an “Other ATM Forward Transaction” and collectivelytime, the “Other ATM Forward TransactionsApril 2019 Forward”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other Dealer”)Jxxxxxxxx LLC. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one or more the Other ATM April 2019 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and one or both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other April 2019 Forward Transaction coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other May 2022 Forward or an Additional May 2022 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsMay 2022 Forwards”) with another Forward Purchaser Citibank, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional May 2022 Forwards”) (an “Other Dealer”). Party A with Citibank, N.A. Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other May 2022 Forward or more Other ATM Additional May 2022 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other May 2022 Forward Transaction or Additional May 2022 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsNovember 2021 Forwards”) with another Forward Purchaser Wxxxx Fargo Bank, National Association and Mxxxxx Sxxxxxx & Co. LLC and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional November 2021 Forwards”) (an “Other Dealer”)with Wxxxx Fargo Bank, National Association and Mxxxxx Sxxxxxx & Co. LLC. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other November 2021 Forward or more Other ATM Additional November 2021 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other November 2021 Forward Transaction or Additional November 2021 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, commencing on the first, second, second or third or later Scheduled Trading Day day of such Overlap Unwind PeriodPeriod as specified in the notice from Counterparty, as notified to Party A by Party B at least one Scheduled Trading Day prior to depending on whether such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is involves this Transaction and an Other November 2021 Forward or an Additional November 2021 Forward with only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are (1) other dealer or with two Other Dealers, etc(2) other dealers.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other April 2019 Forward (as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant that Counterparty has entered into a substantially identical forward transaction for the Shares on the date hereof (as amended from time to the Sales Agreement, Party B may enter into one or more forward transactions (each, an “Other ATM Forward Transaction” and collectivelytime, the “Other ATM Forward TransactionsApril 2019 Forward”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other Dealer”). Party A Citibank, N.A. Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one or more the Other ATM April 2019 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and one or both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other April 2019 Forward Transaction coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day second day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other May 2022 Forward or an Additional May 2022 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsMay 2022 Forwards”) with another Forward Purchaser Wexxx Xargo Bank, National Association, and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional May 2022 Forwards”) (an “Other Dealer”)with Wexxx Xargo Bank, National Association. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other May 2022 Forward or more Other ATM Additional May 2022 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other May 2022 Forward Transaction or Additional May 2022 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second Scheduled Trading Days during such Overlap Unwind PeriodDay, commencing on the first, second, third or later Scheduled Trading Day first day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (a “Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other August 2022 Forward or an Additional August 2022 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsAugust 2022 Forward”) with another Forward Purchaser Wxxxx Fargo Bank, National Association and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional August 2022 Forwards”) (an “Other Dealer”)with Wxxxx Fargo Bank, National Association. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other August 2022 Forward or more Other ATM Additional August 2022 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other August 2022 Forward Transaction or Additional August 2022 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (an “ATM Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other November 2021 Forward or an Additional November 2021 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other ATM Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsNovember 2021 Forwards”) with another Forward Purchaser Bank of America, N.A. and Mxxxxx Sxxxxxx & Co. LLC and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional November 2021 Forwards”) (an “Other Dealer”)with Bank of America, N.A. and Mxxxxx Sxxxxxx & Co. LLC. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other November 2021 Forward or more Other ATM Additional November 2021 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other November 2021 Forward Transaction or Additional November 2021 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating every second or third Scheduled Trading Days during Day of such Overlap Unwind Period, commencing on the first, second, second or third or later Scheduled Trading Day day of such Overlap Unwind PeriodPeriod as specified in the notice from Counterparty, as notified to Party A by Party B at least one Scheduled Trading Day prior to depending on whether such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is involves this Transaction and an Other November 2021 Forward or an Additional November 2021 Forward with only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are (1) other dealer or with two Other Dealers, etc(2) other dealers.).

Other Forward Transactions. Party B Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Forward Hedge Selling an Unwind Period hereunder at any time there is an (1) a “Forward Hedge Selling Unwind Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (and as and defined under) any substantially identical master confirmation for registered forward confirmationtransactions) (a “Forward Transaction”) with any financial institution other than Party A Dealer (an “Other Forward Transaction”) that is not an Other August 2022 Forward or an Additional August 2022 Forward (each as defined below), (2) any “Unwind Forward Hedge Selling Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Party B Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Party B enters into with any financial institution other than Party A, and (y) Party B shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent concept) under any Other Forward Transaction that is not an Other ATM Forward Transaction (as defined below), a “Forward Hedge Selling Period” (or equivalent concept) relating to any Transaction or any Other Forward Transaction or any Selling Period. Party A Dealer acknowledges, however, that, pursuant to the Sales Agreement, Party B may enter that Counterparty has entered into one or more substantially identical forward transactions for the Shares on the date hereof (each, an “Other ATM Forward Transaction” and collectivelyas amended from time to time, the “Other ATM Forward TransactionsAugust 2022 Forward”) with another Forward Purchaser Bank of America, N.A., and that Counterparty may enter into substantially identical forward transactions for the Shares in connection herewith (as defined in amended from time to time, the Sales Agreement“Additional August 2022 Forwards”) (an “Other Dealer”). Party A with Bank of America, N.A.. Dealer and Party B Counterparty agree that if Party B Counterparty designates a “Settlement Date” (or equivalent concept) with respect to one any Other August 2022 Forward or more Other ATM Additional August 2022 Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (is applicable and one or equivalent concept) is applicable, and both of the resulting “Unwind PeriodPeriods” (or equivalent concept) for such Other August 2022 Forward Transaction or Additional August 2022 Forward coincides for any period of time with an Unwind Period for a this Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer at least one (1) Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the length of such Overlap Unwind Period, and Party A Dealer shall be permitted to purchase Shares to unwind its hedge in respect of such this Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later every second Scheduled Trading Day of such Overlap Unwind Period, as notified to Party A by Party B at least one Scheduled Trading Day prior to commencing on the first or second of such Overlap Unwind Period (which alternating Scheduled Trading Days, for as specified in the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etcnotice from Counterparty.).