Date: May 16, 2016 To: Digital Realty Trust, Inc.Digital Realty Trust, L.P. • May 20th, 2016 • Real estate • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“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. 12,500,000 Shares of Common Stock ($0.01 par value per share) Underwriting AgreementDigital Realty • May 20th, 2016 • 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”), Citibank, N.A. (“Citibank”) and JPMorgan Chase Bank, National Association, London Branch (“JPMC”) and, together with BofA and Citibank, 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 Citibank and (iii) the letter agreement dated the date hereof between the Company and JPMC (each such letter agreement, a “Forward Sale Agreement” and, together, the “Forward Sale Agreements”, and BofA, Citibank and JPMC 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
