Common use of Delivery of Shares Clause in Contracts

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Shares. On or before each Settlement Date, the Company Fund will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance hereunder by crediting the Current Agent[-]’s or its designee’s account (provided the Current Agent [-] shall have given the Company Fund written notice of such designee prior to the Settlement Date) account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent Parties, which Shares in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent [-] will deliver the related Net Proceeds in same day funds to an account designated by the Company Fund prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Fund defaults in on its obligation to deliver Issuance any of the Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Fund agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9 (a) and Section 11(d) hereof, it will (i) hold [-], the Current Agent directors, officers, partners, employees and agents of [-] and each person, if any, who (A) controls [-] within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or (B) is controlled by or is under common control with [-] (each a “[-] Affiliate”), harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Fund and (ii) pay to the Current Agent [-] any commission, discount, or other compensation commission to which it would otherwise have been entitled absent such default; provided, however, that the Company Fund shall not be obligated to so indemnify and reimburse the Current Agent [-] if the Placement Shares are not delivered due to (iw) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (iix) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iiiy) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (ivz) any other calamity or crisis or any material change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder, such Selling Stockholder shall deposit such certificates, promptly upon the later of the execution this Agreement or before each Settlement Datesuch Shares becoming certificated, with American Stock Transfer & Trust Company, LLC, the Company transfer agent and registrar for the Company’s Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriter hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System earlier of the sales of such Shares hereunder. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriter (assuming that neither DTC nor the Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriter on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder such Selling Stockholder will deposit such certificates, promptly upon the later of the execution this Agreement or before each Settlement Datesuch Shares becoming certificated, with Xxxxx Fargo Bank, N.A., the Company transfer agent for the Company’s Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System sales of such Shares hereunder. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement Date, Upon payment of the Company will, or will cause its transfer agent to, electronically transfer purchase price for the Shares being to be sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice Selling Stockholder pursuant to this Agreement, delivery of such designee prior Shares, as directed by the Underwriters, to the Settlement DateCede & Co. (“Cede”) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery nominee as may be mutually agreed upon designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the Company name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the Current Agent which crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in all cases shall be freely tradableeffect in the State of New York (“UCC”), transferableto such Shares), registered shares in good deliverable form. On each Settlement Date(A) under Section 8-501 of the UCC, the Current Agent Underwriters will deliver acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the related Net Proceeds meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will have been registered in same day funds to an account the name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the terms meaning of this AgreementSection 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the Company agrees that in addition to and in no way limiting rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and obligations the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 11(a8-511(b) and Section 11(d8-511(c) hereof, it will (i) hold of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiVI) pay to the Current Agent if at any commission, discount, time DTC or other compensation securities intermediary does not have sufficient Shares to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares are not delivered due to (i) a suspension then held by DTC or material limitation in trading in such securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereintermediary.

Delivery of Shares. On or before each Settlement DateEach of the Selling Stockholders, the Company willseverally and not jointly, or will cause its transfer agent to, electronically transfer with respect to only itself and the Shares being to be sold in an Issuance by crediting such Selling Stockholder, represents and warrants that upon payment of the Current Agent’s or its designee’s account (provided purchase price for the Current Agent shall have given the Company written notice Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such designee prior Shares, as directed by the Underwriter, to the Settlement DateCede & Co. (“Cede”) at or such other nominee as may be designated by The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or by such nominee), registration of such Shares in the name of Cede or such other means nominee (unless registration of delivery as such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (A) under Section 8-501 of the UCC, the Underwriter will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be mutually agreed upon by asserted against the Company Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will have been registered in the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its charter, by-laws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the terms meaning of this AgreementSection 8-102 of the UCC, (III) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the Company agrees that in addition to and in no way limiting rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and obligations the ownership interest of the Underwriter, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 11(a8-511(b) and Section 11(d8-511(c) hereof, it will (i) hold of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiVI) pay to the Current Agent if at any commission, discount, time DTC or other compensation securities intermediary does not have sufficient Shares to which it would otherwise have been entitled absent such default; providedsatisfy claims of all of its entitlement holders with respect thereto, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if then all holders will share pro rata in the Shares are not delivered due to (i) a suspension then held by DTC or material limitation in trading in such securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereintermediary.

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder such Selling Stockholder will deposit such certificates, promptly upon the later of the execution this Agreement or before each Settlement Datesuch Shares becoming certificated, with Xxxxx Fargo Bank, N.A., the Company transfer agent for the Company’s Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriter hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System sales of such Shares hereunder. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriter (assuming that neither DTC nor the Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriter on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement Date, This provision supplements Section 5 of the Performance-Based Restricted Stock Unit Award Agreement: The settlement of the Award upon vesting is conditioned upon the Company willobtaining and maintaining all necessary approvals from the People’s Republic of China State Administration of Foreign Exchange (“SAFE”) and any other applicable government entities required to permit the operation of the Plan in China, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon determined by the Company and it its sole discretion. If or to the Current Agent which extent the Company is unable to obtain or maintain the registration or otherwise comply with applicable regulatory requirements in all cases China, no Shares shall be freely tradableissued under the Plan. In this case, transferable, registered shares in good deliverable form. On each Settlement Date, and notwithstanding Section 5 of the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Performance-Based Restricted Stock Unit Award Agreement, the Company retains the discretion to settle the Award through local payroll in the form of a cash payment equal to the fair market value of the Shares subject to the vested Earned PSUs on the vesting date, subject to any obligation to satisfy Tax-Related Items; and any references in the Performance-Based Restricted Stock Unit Award Agreement to the issuance of Shares shall not apply to the Participant. To facilitate compliance with any applicable laws and regulations in China, the Participant agrees that in addition the Company (or a brokerage firm instructed by the Company, if applicable) is entitled to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold sell all Shares issued to the Current Agent harmless against any Loss Participant at settlement (as hereinafter defined) (including reasonable legal fees on the Participant’s behalf and expensesat the Participant’s direction pursuant to this authorization), either at the time of settlement, at the time the Participant ceases employment with the Employer, or at such other time as incurred, arising out of or in connection with such default determined by the Company or its transfer agent (if applicable) Company, and (ii) pay require that any Shares acquired under the Plan be held with a designated brokerage firm until such Shares are sold. The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated brokerage firm) to effectuate the sale of the Shares and acknowledges that neither the Company nor the designated brokerage firm is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur at the then-current market price) and that brokerage fees or commissions may be incurred in any such sale. In any event, when Shares acquired under the Plan are sold, the proceeds of the sale of the Shares, less any Tax-Related Items and brokerage fees or commissions, will be remitted to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify Participant in accordance with applicable exchange control laws and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereregulations.

Delivery of Shares. On or before each Settlement Date(a) Except as provided in the subsections (b) and (c) below and Section 15.8 of the Plan, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account number of whole shares of Restricted Common Stock (provided the Current Agent shall have given the Company written notice of such designee prior if any) equal to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means product of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees number of earned and expenses), as incurred, arising out of or in connection with such default payable Performance Share Units multiplied by the Company or its transfer agent (if applicable) and (ii) pay the Share Delivery Factor (with such product rounded up to the Current Agent next whole number) shall be registered in the name of Grantee on the stock transfer books of the Corporation effective as of the date of the Committee’s determination of the achievement of the Performance Goals as provided for in Section 1 above. However, any commissioncertificates issued with respect to Restricted Common Stock shall be held by the Corporation in escrow under the terms hereof until the Restricted Common Stock becomes vested on the first anniversary of the end of the Performance Period, discountat which time the Restricted Common Stock shall become vested and shall be distributed to Grantee without restrictions. Prior to becoming vested, or other compensation to which it would otherwise have been entitled absent such default; providedthe Restricted Common Stock and any interest therein, however, that the Company shall may not be obligated sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, so long as Grantee is employed by or providing services to so indemnify and reimburse the Current Agent if Corporation as of the Shares are not delivered due relevant date. In order to (i) a suspension or material limitation in trading in securities generally reflect the restrictions on disposition of the NYSEshares of Restricted Common Stock issued pursuant to this Award, the American stock certificates, if any, for the shares of Restricted Common Stock Exchange or issued pursuant to this Award will be endorsed with a restrictive legend, in substantially the NASDAQ; following form: "THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER (ii) a general moratorium THE "RESTRICTIONS"), CONTAINED IN THE HEALTHSOUTH CORPORATION AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND HEALTHSOUTH CORPORATION. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE APPLICABLE RESTRICTIONS INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL, VOID AND WITHOUT EFFECT." Such legend shall be removed only on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in and after the United States; (iii) an outbreak or escalation date when the shares of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereRestricted Common Stock vest.

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current applicable Agent’s account or its designee’s account (provided that the Current applicable Agent shall have given the Company Corporation written notice of such designee at least one Trading Day prior to the Settlement Date) at CDS Clearing and Depository Services Inc. through its CDSX system for Placement Shares sold in Canada and at The Depository Trust Company through its Deposit and Withdrawal at Custodian System for Placement Shares sold in the United States or by such other means of delivery as may be mutually agreed upon by the Company Corporation and the Current applicable Agent and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the applicable Agent will, on each Settlement Date, or such other date as agreed between the Current Agent will and the Corporation in writing, deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) 11 hereof, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent Agents any commissionPlacement Fee, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 11 hereof, with respect to (ii) above, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any Placement Fee, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange TSX or the NASDAQNYSE; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warCanada; or (ivC) any other calamity or crisis or any change in financial, political or economic conditions in failure by an Agent to comply with its obligations under the United States or elsewhereterms of this Agreement.

Delivery of Shares. On or before each Settlement Date, Upon payment of the Company will, or will cause its transfer agent to, electronically transfer purchase price for the Shares being to be sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice Selling Shareholder pursuant to this Agreement, delivery of such designee prior Shares, as directed by the Underwriters, to the Settlement DateCede & Co. (“Cede”) at or such other nominee as may be designated by The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or by such nominee), registration of such Shares in the name of Cede or such other means nominee (unless registration of delivery such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC (as defined below)) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be mutually agreed upon by asserted against the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement DateUnderwriters with respect to such security entitlement; for purposes of this representation, the Current Agent Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will deliver have been registered in the related Net Proceeds in same day funds to an account name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the terms meaning of this AgreementSection 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the Company agrees that in addition to and in no way limiting rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and obligations the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 11(a8-511(b) and Section 11(d8-511(c) hereof, it will (i) hold of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiVI) pay if at any time DTC or any other securities intermediary does not have sufficient Shares to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares are not delivered due to (i) a suspension then held by DTC or material limitation in trading in such securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereintermediary.

Delivery of Shares. On or before each Settlement Date, Upon payment of the Company will, or will cause its transfer agent to, electronically transfer Purchase Price for the Shares being to be sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice such Selling Shareholder pursuant to this Agreement, delivery of such designee prior Shares, as directed by the Underwriters, to the Settlement DateCede & Co. (“Cede”) at or such other nominee as may be designated by The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or by such nominee), registration of such Shares in the name of Cede or such other means nominee (unless registration of delivery as such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be mutually agreed upon by asserted against the Company Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will have been registered in the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the terms meaning of this AgreementSection 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the Company agrees that in addition to and in no way limiting rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and obligations the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 11(a8-511(b) and Section 11(d8-511(c) hereof, it will (i) hold of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiVI) pay to the Current Agent if at any commission, discount, time DTC or other compensation securities intermediary does not have sufficient Shares to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares are not delivered due to (i) a suspension then held by DTC or material limitation in trading in such securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereintermediary.

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder, such Selling Stockholder shall deposit such certificates, promptly upon the later of the execution of this Agreement or before each Settlement Datesuch Shares becoming certificated, with American Stock Transfer & Trust Company, LLC, the Company transfer agent and registrar for the Company’s Class A Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System sales of such Shares hereunder. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, and upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”), with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current applicable Agent’s account or its designee’s account (provided that the Current applicable Agent shall have given the Company Corporation written notice of such designee at least one Trading Day prior to the Settlement Date) at CDS Clearing and Depository Services Inc. though its CDSX system for Placement Shares sold in Canada and at The Depository Trust Company through its Deposit and Withdrawal at Custodian System for Placement Shares sold in the United States or by such other means of delivery as may be mutually agreed upon by the Company Corporation and the Current applicable Agent and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the applicable Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof11 hereto, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent Agents any commissionPlacement Fee, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 11 herein, with respect to (ii) above, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any Placement Fee, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange TSX or the NASDAQNYSE; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warCanada; or (ivC) any other calamity or crisis or any change in financial, political or economic conditions in failure by an Agent to comply with its obligations under the United States or elsewhereterms of this Agreement.

Delivery of Shares. On or before each Settlement Date, Upon payment of the Company will, or will cause its transfer agent to, electronically transfer purchase price for the Shares being to be sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice Selling Shareholder pursuant to this Agreement, delivery of such designee prior Shares, as directed by the Underwriter, to the Settlement DateCede & Co. (“Cede”) at or such other nominee as may be designated by The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or by such nominee), registration of such Shares in the name of Cede or such other means nominee (unless registration of delivery as such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”), to such Shares), (A) DTC shall be a “protected purchaser,” within the meaning of Section 8-303 of the UCC, of such Shares and will acquire its interest in the Shares (including, without limitation, all rights that the Selling Shareholder had or has the power to transfer in such Shares) free and clear of any adverse claim within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Shares and (C) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be mutually agreed upon by asserted against the Company Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the terms meaning of this AgreementSection 8-102 of the UCC, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise account of the Underwriter on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Designated Agent’s account or its designee’s account (provided that the Current Designated Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the Designated Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof12 hereto, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 12 herein, with respect to (ii) above, the Company shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any commission, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iiiC) an outbreak or escalation failure by a Designated Agent to comply with its obligations under the terms of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warthis Agreement; or (ivD) any other calamity or crisis or any change in financial, political or economic conditions in if the United States or elsewhereCompany and the Designated Agent agree pursuant to Section 4(b) that no sale of Placement Shares will take place.

Delivery of Shares. On or before each Settlement As of the Effective Date, the Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent Awardee shall have given the Company written notice right to have the RSUs settled in Shares of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery Class A Common Stock as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in this Award, subject to the restrictions of the Plan, this Agreement including but not limited to the restriction in this Section 11(a) 5, and the policies of the Corporation, including but not limited to the Corporation’s xxxxxxx xxxxxxx plan then in effect. Subject to an effective Deferral Election, Shares of Class A Common Stock will be issued as soon as practicable following vesting of the RSUs (but in no event following the 15th day of the second month following the vesting of such RSUs), provided that the Awardee has satisfied his or her tax withholding obligations as specified under Section 11(d) hereof6 of this Agreement and the Awardee has completed, signed and returned any documents, and taken any additional action, that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Class A Common Stock. Failure by the Awardee to comply with the conditions in the preceding sentence by the 15th day of the second month following the vesting of such RSUs shall result in forfeiture of such shares of Class A Common Stock underlying the RSU. The shares of Class A Common Stock will be issued in the Awardee’s name (or may be issued to his or her executor or personal representative, in the event of an Awardee’s death or becoming a Disabled Participant), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on Awardee’s behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share. Notwithstanding the foregoing, (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall Corporation will not be obligated to so indemnify and reimburse deliver any shares of the Current Agent if Class A Common Stock during any period when the Shares are not delivered due to (i) Corporation determines that the conversion of a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange RSU or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation delivery of hostilities or acts shares hereunder would violate any laws of terrorism involving the United States or a declaration the Awardee’s country of residence or employment and/or (ii) the Corporation may issue shares subject to any restrictive legends that, as determined by the United States Corporation’s counsel, is necessary to comply with securities or other regulatory requirements, and (iii) the date on which shares are issued may include a delay in order to provide the Corporation such time as it determines appropriate to address tax withholding and other administrative matters. Awardee will not have any shareholder rights, including voting rights and actual dividend rights, with respect to the shares subject to Awardee’s award until such Awardee becomes the record holder of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in those shares following their actual issuance to Awardee and Awardee’s satisfaction of the United States or elsewhereapplicable withholding taxes.

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder, such Selling Stockholder shall deposit such certificates, promptly upon the later of the execution this Agreement or before each Settlement Datesuch Shares becoming certificated, with Computershare, Inc., the Company transfer agent and registrar for the Company’s Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System earlier of the sales of such Shares hereunder or the expiration of the Underwriters’ option to purchase the Option Shares. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code (the “UCC”), with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current AgentCF&Co’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR XXXXXXXXXX & CO By: __________________________ Xxxx X. Xxxxxx Managing Director and Head of Investment Banking By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) the Board of Directors a general moratorium on commercial banking activities declared by either federal duly authorized senior executive officer or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in committee of the United States; Board of Directors has approved the terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in compliance in all material respects with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice have been satisfied. The undersigned undertakes to promptly notify CF&Co in the United States or elsewhereevent that the above certification shall cease to be true and correct in all material respects during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: ALLIANT ENERGY By: __________________________ Xxxxxx Xxxxxx Vice President and Treasurer SCHEDULE 2 CANTOR XXXXXXXXXX & CO. Xxxx Xxxxxx Xxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XxXxxxxx SCHEDULE 3 Subsidiaries of the Company Interstate Power and Light Company Wisconsin Power and Light Company Alliant Energy Resources, Inc. Alliant Energy International, Inc. Alliant Energy Investments, Inc. Exhibit 7(n) OFFICER’S CERTIFICATE The undersigned, the duly qualified and elected _______________ of Alliant Energy Corporation (“Company”), a Wisconsin corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(n) of the Sales Agreement dated _________ __, 2004 (the “Sales Agreement”) between the Company and Cantor Xxxxxxxxxx & Co., that to the best of the knowledge of the undersigned.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Designated Agent’s 's account or its designee’s 's account (provided that the Current Designated Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Canadian Depository for Securities, The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the Designated Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof12 hereto, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 12 herein, with respect to (ii) above, the Company shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any commission, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange Nasdaq or the NASDAQTSX-V; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iiiC) an outbreak or escalation failure by a Designated Agent to comply with its obligations under the terms of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warthis Agreement; or (ivD) any other calamity or crisis or any change in financial, political or economic conditions in if the United States or elsewhereCompany and the Designated Agent agree pursuant to Section 4(b) that no sale of Placement Shares will take place.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s account or its designee’s account (provided that the Current Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof12 hereto, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 12 herein, with respect to (ii) above, the Company shall not be obligated to so indemnify and reimburse pay the Current Agent if the any commission, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iiiC) an outbreak or escalation failure by a Agent to comply with its obligations under the terms of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warthis Agreement; or (ivD) any other calamity or crisis or any change in financial, political or economic conditions in if the United States or elsewhereCompany and the Agent agree pursuant to Section 4(b) that no sale of Placement Shares will take place.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s Stifel's or its designee’s 's account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Stifel will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent Stifel harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Stifel any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, howeverXXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: __________________________ By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal the Board of Trustees or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in an authorized committee thereof has approved the United States; terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in full compliance with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice has been satisfied. The undersigned undertakes to promptly notify Stifel in the United States or elsewhere.event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: AMLI RESIDENTIAL PROPERTIES TRUST By: __________________________ Name: Title: SCHEDULE 2 XXXXXX, XXXXXXXX & COMPANY, INCORPORATED Xxxx Xxxxxx T. Xxxxxxx Xxxxxxxx Xxx Xxxxxx Xxxx Xxxxxx AMLI RESIDENTIAL PROPERTIES TRUST Xxxxx Xxxxx Xxxxxx Xxxxxxx EXHIBIT 7(n) MATTERS TO BE COVERED BY INITIAL OPINION OF XXXXX XXXXX XXXX & MAW LLP

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current applicable Agent’s account or its designee’s account (provided that the Current applicable Agent shall have given the Company Corporation written notice of such designee by 12:00 p.m. Eastern time at least one Trading Day prior to the Settlement Date) at CDS Clearing and Depository Services Inc. through its CDSX system for Placement Shares sold in Canada and at The Depository Trust Company through its Deposit and Deposit/Withdrawal at Custodian System (or DWAC) system for Placement Shares sold in the United States or by such other means of delivery as may be mutually agreed upon by the Company Corporation and the Current applicable Agent and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares Shares in good deliverable form. On , the applicable Agent will, on each Settlement Date, or such other date as agreed between the Current applicable Agent will and the Corporation in writing, deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in on its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) 11 hereof, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent Agents any commissionPlacement Fee, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 11 hereof, with respect to (ii) above, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any Placement Fee, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange TSXV or the NASDAQNasdaq; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warCanada; or (ivC) any other calamity or crisis failure by an Agent to comply with its obligations under the terms of this Agreement or any change in financial, political or economic conditions in the United States or elsewhereapplicable Placement Notice.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s CF&Co's or its designee’s 's account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR XXXXXXXXXX & CO By: __________________ By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal the Board of Trustees or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in an authorized committee thereof has approved the United States; terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in full compliance with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice has been satisfied. The undersigned undertakes to promptly notify CF&Co in the United States or elsewhere.event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: AMLI RESIDENTIAL PROPERTIES TRUST By: __________________________ Name: Title: SCHEDULE 2 CANTOR XXXXXXXXXX & CO. Xxxx Xxxxxx Xxxx X. Xxxxxx Xxxx Xxxxx Xxxxxxx XxXxxxxx AMLI RESIDENTIAL PROPERTIES TRUST Xxxxx Xxxxx Xxxxxx Xxxxxxx EXHIBIT 7(n) MATTERS TO BE COVERED BY INITIAL OPINION OF XXXXX XXXXX XXXX & MAW LLP

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current applicable Agent’s account or its designee’s account (provided that the Current applicable Agent shall have given the Company Corporation written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System for Placement Shares sold in the United States and at CDS Clearing and Depository Services Inc. though its CDSX system for Placement Shares sold in Canada or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the applicable Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof11 hereto, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 11 herein, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any commission, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange NYSE or the NASDAQTSX; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; or (iii) failure by an outbreak or escalation Agent to comply with its obligations under the terms of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewherethis Agreement.

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s account or its designee’s account (provided that the Current Agent shall have given the Company Corporation written notice of such designee by 12:00 p.m. Eastern time at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Deposit/Withdrawal at Custodian System (or DWAC) system for Placement Shares sold in the United States or by such other means of delivery as may be mutually agreed upon by the Company Corporation and the Current Agent and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares Shares in good deliverable form. On , the Agent will, on each Settlement Date, or such other date as agreed between the Current Agent will and the Corporation in writing, deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in on its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) ‎11 hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent any commissionPlacement Fee, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section ‎11 hereof, with respect to (ii) above, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the any Placement Fee, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQNasdaq; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; or (iiiC) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration failure by the United States Agent to comply with its obligations under the terms of a national emergency or war; or (iv) any other calamity or crisis this Agreement or any change in financial, political or economic conditions in the United States or elsewhereapplicable Placement Notice.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current AgentCF&Co’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR FXXXXXXXXX & CO By: Mxxx X. Xxxxxx Managing Director By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; Board of Directors has approved the terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in full compliance with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice has been satisfied. The undersigned undertakes to promptly CF&Co in the United States or elsewhere.event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: ENERGEN CORPORATION By: SCHEDULE 2 CANTOR FXXXXXXXXX & CO. Pxxx Xxxxxx Mxxx X. Xxxxxx Jxxx Xxxxx Pxxxxxx XxXxxxxx ENERGEN CORPORATION Gxxxxxxx X. Xxxxxxx J. Dxxxx Xxxxxxxx SCHEDULE 3 Subsidiaries of the Company Alabama Gas Corporation Energen Resources TEAM, Inc. Energen Resources Corporation Exhibit 8(e)(1)

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder such Selling Stockholder will deposit such certificates, promptly upon the later of the execution this Agreement or before each Settlement Datesuch Shares becoming certificated, with Xxxxx Fargo Bank, N.A., the Company transfer agent for the Company’s Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System earlier of the sales of such Shares hereunder or the expiration of the Underwriters’ option to purchase the Option Shares. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement of the Closing Date and each Option Closing Date, the Company willsuch Selling Stockholder will have good and valid title to, or will cause its transfer agent toa valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, electronically transfer the Shares being to be sold in an Issuance by crediting such Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims. Upon payment for the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice Shares to be sold by such Selling Stockholder, delivery of such designee prior Shares, as directed by the Representative, to the Settlement DateCede & Co. (“Cede”) at or such other nominee as may be designated by The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DTC”), registration of such Shares in the name of Cede or by such other means nominee and the crediting of delivery as such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (A) DTC will be a “protected purchaser” of the Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any valid “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be mutually agreed upon by asserted against the Company Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its charter, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the terms meaning of this Agreement, Section 8-102 of the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the several Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder, such Selling Stockholder shall deposit such certificates, promptly upon the later of the execution of this Agreement or before each Settlement Datesuch Shares becoming certificated, with American Stock Transfer & Trust Company, LLC, the Company transfer agent and registrar for the Company’s Class A Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System earlier of the sales of such Shares hereunder or the expiration of the Underwriters’ option to purchase the Option Shares. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, and upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”), with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current AgentCF&Co’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR XXXXXXXXXX & CO By: By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or all of the representations and warranties contained in the Agreement are true and correct in all material limitation in trading in securities generally respects on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal the Board of Directors or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in an authorized committee thereof has approved the United States; terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in compliance in all material respects with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice have been satisfied. The undersigned undertakes to promptly notify CF&Co in the United States or elsewhere.event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: TRUSTREET PROPERTIES, INC. By: Name: Title: SCHEDULE 2 CANTOR XXXXXXXXXX & CO. Xxxx Xxxxxx Xxxx X. Xxxxxx Xxxx Xxxxx Xxxxxxx XxXxxxxx TRUSTSTREET PROPERTIES, INC. Xxxxxx X. XxXxxxxxxx Xxxxxx X. Xxxxxxxxxxx Xxxxxx Xxxxxxx SCHEDULE 3 CNL Restaurant Capital Corp CNL Financial LP Holding, LP CNL Restaurant Capital, LP CNL Net Lease Funding 2003, LLC USRP Holdings Corp USRP Funding 2001-A, LP CNL Restaurant Investments, Inc. CNL APF Partners, LP Net Lease Funding 2005, LP CNL Funding 2000-A, LP Exhibit 7(m)

Delivery of Shares. On As soon as practicable on or before each Settlement Dateafter the date of any exercise of this Warrant but in any event by the close of business on the sixth Trading Day after its receipt of the purchase price for the shares subject to the exercise (the “Exercise Amount”), Xxxxxxxx shall deliver to the Company willperson or persons designated by Grantee (“Holders”) a certificate or certificates for the aggregate number of shares of Common Stock issuable upon such exercise (the “Option Shares”). The Option Shares so delivered must be duly authorized, validly issued, fully paid, non-assessable and free and clear of all taxes, liens, charges and security interests. If Grantor fails to deliver to one or more Holders a certificate or certificates representing the Option Shares by the close of business on the sixth Trading Day after its receipt of the Exercise Amount, then Grantee will cause have the right to rescind such exercise. In addition, if Grantee fails to deliver to the Holders a certificate or certificates representing the Option Shares pursuant to an exercise by the close of business on the sixth Trading Day after Grantee’s receipt of the Exercise Amount, and if after such sixth Trading Day a Holder is required by its transfer agent to, electronically transfer the Shares being sold broker to purchase (in an Issuance by crediting the Current Agent’s open market transaction or its designee’s account otherwise) common shares of STS (provided the Current Agent shall have given the Company written notice “Common Stock”) to deliver in satisfaction of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or a sale by such other means Holder of delivery as may be mutually agreed the Option Shares which the Holder anticipated receiving upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent such exercise (if applicablea "Buy-In"), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will then Grantor shall (i) hold pay in cash to the Current Agent harmless against any Loss Holder the amount by which (as hereinafter definedx) the Holder's total purchase price (including reasonable legal fees and expenses)brokerage commissions, as incurred, arising out if any) for the shares of or Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Option Shares that Grantor was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such default by the Company purchase obligation was executed, or its transfer agent (if applicable) and (ii) pay at the option of the Holder, either reinstate the portion of the Option and equivalent number of Option Shares for which such exercise was not honored or deliver to the Current Agent any commission, discount, or other compensation to which it Holder the number of shares of Common Stock that would otherwise have been entitled absent such default; provideddelivered had Grantor timely complied with its delivery obligations hereunder. For example, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Option Shares are not delivered due with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (i) a suspension or material limitation of the immediately preceding sentence Grantor shall be required to pay the Holder $1,000. The Holder shall provide Grantor written notice indicating the amounts payable to the Holder in trading in securities generally on respect of the NYSEBuy-In, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared together with applicable confirmations and other evidence reasonably requested by either federal or New York State authorities Grantor. Nothing herein shall limit Grantee’s or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) Holder's right to pursue any other calamity remedies available to it hereunder, at law or crisis or any change in financialequity including, political or economic conditions in without limitation, a decree of specific performance and/or injunctive relief with respect to Grantor’s failure to timely deliver certificates representing Option Shares upon exercise of this Option as required pursuant to the United States or elsewhereterms hereof. The Holders are express third party beneficiaries to this Section 4.

Delivery of Shares. On or before each Settlement Date, Upon payment of the Company will, or will cause its transfer agent to, electronically transfer purchase price for the Shares being to be sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice Selling Shareholder pursuant to this Agreement, delivery of such designee prior Shares, as directed by the Underwriters, to the Settlement DateCede & Co. (“Cede”) at or such other nominee as may be designated by The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or by such nominee), registration of such Shares in the name of Cede or such other means nominee (unless delivery of delivery as such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be mutually agreed upon by asserted against the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement DateUnderwriters with respect to such security entitlement; for purposes of this representation, the Current Agent Selling Shareholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will deliver have been registered in the related Net Proceeds in same day funds to an account name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its formation and governing documents and applicable law, (II) DTC will be registered as a “clearing corporation,” within the terms meaning of this AgreementSection 8-102 of the UCC, (III) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the Company agrees that in addition to and in no way limiting rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and obligations the ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 11(aSections 8-511(b) and Section 11(d8-511(c) hereof, it will (i) hold of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiVI) pay to the Current Agent if at any commission, discount, time DTC or other compensation securities intermediary does not have sufficient Shares to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares are not delivered due to (i) a suspension then held by DTC or material limitation in trading in such securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereintermediary.

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder, such Selling Stockholder shall deposit such certificates, promptly upon the later of the execution this Agreement or before each Settlement Datesuch Shares becoming certificated, with American Stock Transfer & Trust Company, LLC, the Company transfer agent and registrar for the Company’s Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System earlier of the sales of such Shares hereunder or the expiration of the Underwriters’ option to purchase the Option Shares. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder, such Selling Stockholder shall deposit such certificates, promptly upon the later of the execution this Agreement or before each Settlement Datesuch Shares becoming certificated, with American Stock Transfer & Trust Company, LLC, the Company transfer agent and registrar for the Company’s Class A Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from the time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System earlier of the sales of such Shares hereunder or the expiration of the Underwriters’ option to purchase the Option Shares. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, and upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current AgentCF&Co’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradableparties hereto and, transferableupon receipt of such Shares, registered shares in good deliverable form. On each Settlement Date, the Current Agent CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreements, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR XXXXXXXXXX & CO By: Xxxx X. Xxxxxx Managing Director By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities the Board of Directors (or a material disruption in commercial banking or securities settlement or clearance services duly authorized committee thereof) has approved the terms and conditions of contained in the United States; Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in full compliance with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by the current Placement Notice have been satisfied. The undersigned undertakes to promptly notify CF&Co in the United States or elsewhere.event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: PUGET ENERGY, INC. By: Name: Title: SCHEDULE 2 Title Xxxxxx Xxxxxx President and CEO Xxxx Xxxxxx Managing Director Xxxxxxx Xxxxxx General Counsel Xxxxxxx Xxxxx Director Xxxxxxx XxXxxxxx Vice President Exhibit 8(e)(1) Matters to be covered by initial Company Counsel Opinion

Delivery of Shares. On or before each Settlement DateAs promptly as practicable following the Effective Time and in any event not later than the second Business Day after the Effective Time, the Company willSurviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) (i) to each holder of record of a Certificate or Book-Entry Share, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee which immediately prior to the Settlement DateEffective Time represented outstanding shares of Company Common Stock (x) at The Depository Trust a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.04 hereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Merger Sub and the Company through its Deposit may reasonably specify and Withdrawal at Custodian System (y) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such other means Certificate or Book-Entry Shares shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of delivery as the surrendering holder, Certificates or Book-Entry Shares may be mutually agreed upon by the Company surrendered, and the Current Agent which Merger Consideration in all cases shall be freely tradableexchange therefor collected, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicablehand delivery), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) ; and (ii) pay to each holder of a Company Stock Option, a check in an amount due and payable to such holder pursuant to Section 2.03 hereof in respect of such Company Stock Option. If payment of the applicable portion of the Aggregate Merger Consideration is made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (A) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (B) the person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable portion of the Aggregate Merger Consideration to a person other than the registered holder of such Certificate surrendered or shall have established to the Current Agent reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share, as applicable, shall be deemed at any commissiontime after the Effective Time to represent only the right to receive the applicable portion of the Aggregate Merger Consideration or Option Cash Payments, discountas applicable, in cash as contemplated by this Section 2.02 or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereSection 2.03 without interest thereon.

Delivery of Shares. On or before each Settlement the Closing Date, Stockholders will deliver certificates representing all of the Company willissued and outstanding Target Shares, or duly endorsed so as to make Pacific the sole holder thereof, free and clear of all claims and encumbrances. The Target Shares will cause its transfer agent tobe appropriately restricted as to transfer. On the Closing Date, electronically transfer delivery of Pacific Common Stock, which will be appropriately restricted as to transfer, will be made to Stockholders as set forth herein. The transaction contemplated herein shall not close unless all of the issued and outstanding Target Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) are delivered at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company Closing and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable formowners thereof execute this Agreement. On each Settlement DateA list of the Target Shares, the Current Agent will owners thereof and shares of Pacific Common Stock to be received by each Stockholder is attached hereto as Exhibit "A". A list of the Convertible Securities issued or to be issued under binding agreements, in each case as of the date hereof, the owners thereof and the number of shares of Pacific common stock into which such shares are convertible or exchangeable is attached hereto as Exhibit "B". Each Stockholder shall sign and deliver at the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on Closing a Settlement Date in accordance with the terms copy of this Agreement, evidencing his, her or its intent to be a party to this Agreement and bound hereby. Pacific acknowledges that none of the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against Target's securities of any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default class have been registered for public trading by the Company SEC, or its transfer agent (if applicable) and (ii) pay qualified or registered therefor by any other state or federal Governmental Body. All stock certificates for Pacific Common Stock issued to the Current Agent any commissionStockholders at the Closing shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, discountAS AMENDED, or other compensation to which it would otherwise have been entitled absent such default; provided(THE "ACT") OR ANY STATE SECURITIES ACT, howeverAND MAY NOT BE SOLD, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to PLEDGED OR OTHERWISE TRANSFERRED UNLESS (iA) a suspension or material limitation in trading in securities generally on the NYSECOVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, the American Stock Exchange or the NASDAQAS AMENDED, AND APPLICABLE STATE SECURITIES ACTS; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesPACIFIC HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO IT TO THE EFFECT THAT NO REGISTRATION IS LEGALLY REQUIRED FOR SUCH TRANSFER; OR (iiiC) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereTHESE SECURITIES ARE SOLD IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER THE ACT.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s CF&Co's or its designee’s 's account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR XXXXXXXXXX & CO By: ________________________________ By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal the Board of Trustees or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in an authorized committee thereof has approved the United States; terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in full compliance with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice has been satisfied. The undersigned undertakes to promptly CF&Co. in the United States or elsewhere.event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: PROLOGIS By: ________________________________ Xxxx Xxxxxx Xxxx Xxxxxx Xxxx Xxxxx Xxxxxxx XxXxxxxx EXHIBIT 8(d) MATTERS TO BE COVERED BY COMPANY COUNSEL OPINION

Delivery of Shares. On The Shares to be sold by each Selling Stockholder (other than RGIP, L.P. and certain Shares sold by the Group A Selling Stockholders) pursuant to this Agreement are certificated securities in registered form and are not held in any securities account or before by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York (the “UCC”); certificates for all of such Shares to be sold by each Settlement DateGroup A Selling Stockholder (other than certain Shares sold by the Group A Selling Stockholders) pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, will be delivered to Broadridge Corporate Issuer Solutions, Inc. (the Company will“Custodian”) with irrevocable conditional instructions to deliver such Shares to the Underwriters pursuant to this Agreement; certificates for all of such Shares to be sold by each Group B Selling Stockholder and Group C Selling Stockholder (other than RGIP, L.P.) pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, will cause its be delivered to Broadridge Corporate Issuer Solutions, Inc. as transfer agent toto deliver such Shares to the Underwriters pursuant to this Agreement. In the case of RGIP, electronically transfer L.P. and certain Group A Selling Stockholders, upon payment of the purchase price for the Shares being to be sold in an Issuance by crediting RGIP, L.P. and certain Shares sold by the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice Group A Selling Stockholders pursuant to this Agreement, delivery of such designee prior Shares, as directed by the Underwriters, to the Settlement DateCede & Co. (“Cede”) at or such other nominee as may be designated by The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or by such nominee), registration of such Shares in the name of Cede or such other means nominee (unless registration of delivery as such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be mutually agreed upon by asserted against the Company Underwriters with respect to such security entitlement; for purposes of this representation, RGIP, L.P. and certain Group A Selling Stockholders may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will have been registered in the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the terms meaning of this AgreementSection 8-102 of the UCC, (iii) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the Company agrees that in addition to and in no way limiting rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and obligations the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 11(a8-511(b) and Section 11(d8-511(c) hereof, it will (i) hold of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iivi) pay to the Current Agent if at any commission, discount, time DTC or other compensation securities intermediary does not have sufficient Shares to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares are not delivered due to (i) a suspension then held by DTC or material limitation in trading in such securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereintermediary.

Delivery of Shares. On or before each Settlement DateExcept for the Shares to be sold by the Group 3 Selling Stockholder named in Schedule B (the “Group 3 Selling Stockholder”), the Company willShares to be sold by each Selling Stockholder pursuant to this Agreement are certificated securities in registered form and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York (the “UCC”) and certificates for all of such Shares to be sold by such Selling Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or will cause its accompanied by duly executed instruments of transfer agent toor assignment in blank with signatures guaranteed, electronically transfer have been placed in custody with Broadridge Corporate Issuer Solutions, Inc. (the “Custodian”) with irrevocable conditional instructions to deliver such Shares to the Underwriters pursuant to this Agreement. In the case of the Group 3 Selling Stockholder, upon payment of the purchase price for the Shares being to be sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice Group 3 Selling Stockholder pursuant to this Agreement, delivery of such designee prior Shares, as directed by the Underwriters, to the Settlement DateCede & Co. (“Cede”) at or such other nominee as may be designated by The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“DTC”) (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or by such nominee), registration of such Shares in the name of Cede or such other means nominee (unless registration of delivery as such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the UCC, to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be mutually agreed upon by asserted against the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement DateUnderwriters with respect to such security entitlement; for purposes of this representation, the Current Agent Group 3 Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (i) such Shares will deliver have been registered in the related Net Proceeds in same day funds to an account name of Cede or another nominee designated by the Company prior to the Settlement Date. The Company agrees that if DTC, in each case on the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date ’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (ii) DTC will be registered as a “clearing corporation,” within the terms meaning of this AgreementSection 8-102 of the UCC, (iii) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC, (iv) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares, maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC in a clearing corporation pursuant to Section 8-111 of the UCC, the Company agrees that in addition to and in no way limiting rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and obligations the ownership interest of the Underwriters, (v) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 11(a8-511(b) and Section 11(d8-511(c) hereof, it will (i) hold of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iivi) pay to the Current Agent if at any commission, discount, time DTC or other compensation securities intermediary does not have sufficient Shares to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if satisfy claims of all of its entitlement holders with respect thereto then all holders will share pro rata in the Shares are not delivered due to (i) a suspension then held by DTC or material limitation in trading in such securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereintermediary.

Delivery of Shares. On The Company shall cause to be delivered to Participant one Share for each Restricted Share Unit credited to Participant’s Restricted Share Unit Account on the date such Restricted Share Unit becomes vested or before each Settlement Date, the Company will, or as soon as administratively practicable thereafter. Restricted Share Units may be settled only in whole Shares. Fractional shares will cause its transfer agent to, electronically transfer be settled in cash. Participant will have all rights of a stockholder with respect to the Shares being sold in an Issuance by crediting delivered hereunder. Participant hereby represents that Participant is acquiring the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior Shares issued hereunder for investment and not with a view to the Settlement Date) at The Depository Trust Company through its Deposit distribution thereof, and Withdrawal at Custodian System or by such that Participant does not intend to subdivide Participant’s interest in the Shares with any other means of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable formperson. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, Participant acknowledges that the Company shall Shares subject to this Agreement relate to ordinary shares of MUFG, which is a non-U.S. issuer, and that the primary trading market for MUFG’s ordinary shares is not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; . Participant further acknowledges that MUFG makes no undertaking to continue filing reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and neither MUFG nor the Company undertakes to maintain or facilitate a public market in the Shares in the United States. Furthermore, Participant acknowledges that, under applicable Japanese law, the Shares which relate to ordinary shares of MUFG are not permitted to be acquired or owned by or for the account of any “subsidiary” (iiias defined under applicable Japanese law) an outbreak of MUFG. Accordingly, Participant acknowledges that a liquid trading market for the Shares or escalation of hostilities or acts of terrorism involving the underlying ordinary shares may not exist in the United States when the Shares are required to be delivered as a result of MUFG electing to delist or a declaration by deregister the United States of a national emergency Shares, the American Depositary Receipts or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions the underlying ordinary shares in the United States or elsewhereotherwise; that, as a result of any change or prospective change in applicable Japanese law or regulation thereunder (or any interpretation or change in interpretation thereof) with respect to MUFG (including any change associated with the application of International Financial Reporting Standards to MUFG), the Trust may become unable to acquire or own the Shares under then applicable Japanese law and regulations; and that the Administrator reserves the right to take such actions as it deems appropriate in light of any future circumstances, including, but not limited to, adjustments to the Restricted Share Units under Article 7 of the Plan or discontinuation of the Plan at any time. Participant further acknowledges that MUFG may be considered a “passive foreign investment company” (PFIC) under U.S. federal income tax laws, as a result of which special adverse U.S. federal income tax rules could apply to the Participant for any taxable year during which the Participant holds the Shares. Participants are urged to consult their own tax advisors with respect to the tax consequences to them if MUFG were to be a PFIC for any taxable year in which the Participant owns the Shares, and Participant acknowledges that Participant is not relying on the Company or any of its Affiliates for any tax advice. Participant further acknowledges that the Company, in its sole discretion, may deliver cash in lieu of Shares in respect of the Restricted Share Units, but is under no obligation to do so.

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current applicable Agent’s account or its designee’s account (provided that the Current applicable Agent shall have given the Company Corporation written notice of such designee at least one Trading Day prior to the Settlement Date) at The CDS Clearing and Depository Trust Company Services Inc. through its Deposit and Withdrawal at Custodian System CDSX system or by such other means of delivery as may be mutually agreed upon by the Company Corporation and the Current applicable Agent and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, tradeable transferable, registered shares Shares (within the meaning of the Securities Act) in good deliverable form. On , the applicable Agent will, on each Settlement Date, or such other date as agreed between the Current applicable Agent will and the Corporation in writing, deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) 11 hereof, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent Agents any commissionPlacement Fee, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 11 hereof, with respect to (ii) above, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any Placement Fee, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange TSX or the NASDAQNYSE; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warCanada; or (ivC) any other calamity or crisis or any change in financial, political or economic conditions in failure by an Agent to comply with its obligations under the United States or elsewhereterms of this Agreement.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold (which in an Issuance all cases shall be freely tradeable, transferable, registered shares in good deliverable form) by crediting the Current Agent’s CF&Co's or its designee’s 's account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradableparties hereto, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver against delivery of the related Net Proceeds in same day funds delivered to an account designated by the Company on or prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR FITZGERALD & CO. By: ------------------------------- Marc X. Xxxxxx Managing Director & Head of Investment Baxxxxx By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or all of the representations and warranties contained in the Agreement are true and correct in all material limitation in trading in securities generally respects on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption the Company is in commercial banking or securities settlement or clearance services in full compliance with its obligations under the United States; Agreement and (iii) an outbreak or escalation all of hostilities or acts the conditions precedent to the consummations of terrorism involving the United States or a declaration sales contemplated by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions this Placement Notice has been satisfied. The undersigned undertakes to promptly notify CF&Co in the event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: UNITED DOMINION REALTY TRUST, INC. By: ------------------------------------ Name: ------------------------------------ Title: ------------------------------------ SCHEDULE 2 CANTOR FITZGERALD & CO. Phil Marber Marc Blazer Jeff Lumby Patrice McNixxxx XXXXED DOMINXXX XXXXXX TRXXX, XXX. Thxxxx X. Xxomxx Xxxxxxxxxxx D. Genry Ella S. Neyland XXXXXXXX 0 SUBSIDIARIES OF THE COMPANY United States or elsewhere.Dominion Realty, L.P. Heritage Communities, L.P. EXHIBIT 7(n)(1)

Delivery of Shares. On or before each Settlement DateThis provision supplements Section 3 of the Restricted Stock Unit Award Agreement: RSUs shall be settled only in Shares. In no event shall the RSUs be paid in cash, notwithstanding any discretion contained in the Plan to the contrary. Taxes. This provision supplements Section 7 of the Restricted Stock Unit Award Agreement: Without limitation to Section 7 of the Restricted Stock Unit Award Agreement, the Participant hereby agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company willor if different, the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also hereby agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will cause its transfer agent topay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, electronically transfer if the Shares being sold in an Issuance by crediting the Current Agent’s Participant is a director or its designee’s account (provided the Current Agent shall have given executive officer of the Company written notice (within the meaning of such designee prior to Section 13(k) of the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Participant is a director or by such other means executive officer of delivery as may be mutually agreed upon by the Company and the Current Agent income tax is not collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Datean event giving rise to the indemnification described above occurs, the Current Agent amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant will deliver be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the related Net Proceeds in same day funds self-assessment regime and for paying to an account designated by the Company prior to and/or the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss Employer (as hereinafter definedappropriate) (including reasonable legal fees and expenses), as incurred, arising out the amount of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered employee NICs due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewherethis additional benefit.

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s account or its designee’s account (provided that the Current Agent shall have given the Company Corporation written notice of such designee and all requisite information to effect the electronic deposit of the Placement Shares at least one Trading Day prior to the Settlement Date) at The CDS Clearing and Depository Trust Company Services Inc. through its Deposit and Withdrawal at Custodian System CDSX system or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered tradeable and transferable shares in good deliverable form. On , the Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, Corporation (or its transfer agent (if applicable), agent) defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof11 hereto, it will (i) indemnify and hold the Current Agent harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company Corporation or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation Placement Fee to which it would otherwise have been entitled absent such default; , provided, however, that without limiting Section 5 herein, with respect to (ii) above, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the any commission, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQExchange; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warCanada; or (ivC) any other calamity or crisis or any change in financial, political or economic conditions in material failure by the United States or elsewhereAgent to comply with its obligations under the terms of this Agreement.

Delivery of Shares. On or before each Settlement DateAs promptly as practicable following the Effective Time and in any event not later than the second business day after the Effective Time, the Company willSurviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) (i) to each holder of record of a Certificate or Book-Entry Share, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee which immediately prior to the Settlement DateEffective Time represented outstanding shares of Company Common Stock (x) at The Depository Trust a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.04 hereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Mergerco and the Company through its Deposit may reasonably specify and Withdrawal at Custodian System (y) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such other means Certificate or Book-Entry Shares shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of delivery as the surrendering holder, Certificates or Book-Entry Shares may be mutually agreed upon by the Company surrendered, and the Current Agent which Merger Consideration in all cases shall be freely tradableexchange therefor collected, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicablehand delivery), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) ; and (ii) pay to each holder of a Company Option, a check in an amount due and payable to such holder pursuant to Section 3.03 hereof in respect of such Company Option. If payment of the applicable portion of the Aggregate Merger Consideration is made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (A) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (B) the person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable portion of the Aggregate Merger Consideration to a person other than the registered holder of such Certificate surrendered or shall have established to the Current Agent reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate, Book-Entry Share or option certificate, as applicable, shall be deemed at any commissiontime after the Effective Time to represent only the right to receive the applicable portion of the Aggregate Merger Consideration or Option Cash Payments, discountas applicable, in cash as contemplated by this Section 3.02 or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereSection 3.03 without interest thereon.

Delivery of Shares. On The Company shall cause to be delivered to Participant one Share for each Restricted Share Unit credited to Participant’s Restricted Share Unit Account on the date such Restricted Share Unit becomes vested or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer as soon as administratively practicable thereafter. Restricted Share Units may be settled only in whole Shares. Fractional shares shall be settled in cash. Participant shall have all rights of a stockholder with respect to the Shares being sold in an Issuance by crediting delivered hereunder. Participant hereby represents that Participant is acquiring the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior Shares issued hereunder for investment and not with a view to the Settlement Date) at The Depository Trust Company through its Deposit distribution thereof, and Withdrawal at Custodian System or by such that Participant does not intend to subdivide Participant’s interest in the Shares with any other means of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable formperson. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, Participant acknowledges that the Company shall Shares subject to this Agreement relate to ordinary shares of MUFG, which is a non-U.S. issuer, and that the primary trading market for MUFG’s ordinary shares is not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; . Participant further acknowledges that MUFG makes no undertaking to continue filing reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and neither MUFG nor the Company undertakes to maintain or facilitate a public market in the Shares in the United States. Furthermore, Participant acknowledges that, under applicable Japanese law, the Shares which relate to ordinary shares of MUFG are not permitted to be acquired or owned by or for the account of any “subsidiary” (iiias defined under applicable Japanese law) an outbreak of MUFG. Accordingly, Participant acknowledges that a liquid trading market for the Shares or escalation of hostilities or acts of terrorism involving the underlying ordinary shares may not exist in the United States when the Shares are required to be delivered as a result of MUFG electing to delist or a declaration by deregister the United States of a national emergency Shares, the American Depositary Receipts or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions the underlying ordinary shares in the United States or elsewhereotherwise; that, as a result of any change or prospective change in applicable Japanese law or regulation thereunder (or any interpretation or change in interpretation thereof) with respect to MUFG (including any change associated with the application of International Financial Reporting Standards to MUFG), the Trust may become unable to acquire or own the Shares under then applicable Japanese law and regulations; and that the HR Committee reserves the right to take such actions as it deems appropriate in light of any future circumstances, including, but not limited to, adjustments to the Restricted Share Units under Article 7 of the Plan or discontinuation of the Plan at any time. Participant further acknowledges that MUFG may be considered a “passive foreign investment company” under U.S. federal income tax laws, as a result of which special adverse U.S. federal income tax rules could apply to the Participant for any taxable year during which the Participant holds the Shares. Participants are urged to consult their own tax advisors with respect to the tax consequences to them if MUFG were to be a PFIC for any taxable year in which the Participant owns the Shares, and Participant acknowledges that Participant is not relying on the Company or any of its Affiliates for any tax advice. Participant further acknowledges that the Company, in its sole discretion, may deliver cash in lieu of Shares in respect of the Restricted Share Units, but is under no obligation to do so.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Agent’s Joint Book-Running Managers’ or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian (“DWAC”) System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent Joint Book-Running Managers will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), Company defaults in on its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that and the Adviser each agree that, in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof— hereto, it will (i) hold each of the Current Agent Underwriters harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent each Underwriter any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. SCHEDULE A Underwriter Number of Firm Shares Total Exhibit A PennantPark Investment Corporation Common Stock ($.001 Par Value Per Share) [Date] [UNDERWRITERS] as Representatives of the several Underwriters c/o [Underwriter’s Address] Ladies and Gentlemen: This Lock-Up Letter Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement” ) to be entered into by and among PennantPark Investment Corporation (the “Company” ), howeverPennantPark Investment Advisers, that LLC and PennantPark Investment Administration, LLC and you, as Representatives of the several Underwriters named therein, with respect to the public offering (the “Offering” ) of Common Stock, par value $.001 per share, of the Company shall not be obligated to so indemnify and reimburse (the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere“Common Stock” ).

Delivery of Shares. On or before each Settlement DateThis provision supplements Section 4 of the Restricted Stock Unit Award Agreement: RSUs shall be settled only in Shares. In no event shall the RSUs be paid in cash, notwithstanding any discretion contained in the Plan to the contrary. Taxes. This provision supplements Section 8 of the Restricted Stock Unit Award Agreement: Without limitation to Section 8 of the Restricted Stock Unit Award Agreement, the Participant hereby agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company willor if different, the Employer or by Her Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also hereby agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will cause its transfer agent topay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf. Notwithstanding the foregoing, electronically transfer if the Shares being sold in an Issuance by crediting the Current Agent’s Participant is a director or its designee’s account (provided the Current Agent shall have given executive officer of the Company written notice (within the meaning of such designee prior to Section 13(k) of the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Participant is a director or by such other means executive officer of delivery as may be mutually agreed upon by the Company and the Current Agent income tax is not collected from or paid by the Participant within ninety (90) days of the end of the U.K. tax year in which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Datean event giving rise to the indemnification described above occurs, the Current Agent amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant will deliver be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the related Net Proceeds in same day funds self-assessment regime and for paying to an account designated by the Company prior to and/or the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss Employer (as hereinafter definedappropriate) (including reasonable legal fees and expenses), as incurred, arising out the amount of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered employee NICs due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewherethis additional benefit.

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current applicable Agent’s 's account or its designee’s 's account (provided that the Current applicable Agent shall have given the Company Corporation written notice of such designee at least one Trading Day prior to the Settlement Date) at CDS Clearing and Depository Services Inc. through its CDSX system for Placement Shares sold in Canada and at The Depository Trust Company through its Deposit and Withdrawal at Custodian System for Placement Shares sold in the United States or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the applicable Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof11, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 11, with respect to (ii) above, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any commission, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange TSX or the NASDAQ; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warCanada; or (ivC) any other calamity or crisis or any change in financial, political or economic conditions in failure by an Agent to comply with its obligations under the United States or elsewhereterms of this Agreement.

Delivery of Shares. On As soon as practicable on or before each Settlement Dateafter the date of any exercise of this Warrant but in any event by the close of business on the sixth Trading Day after its receipt of the purchase price for the shares subject to the exercise (the “Exercise Amount”), Grantor shall deliver to the Company willperson or persons designated by Grantee (“Holders”) a certificate or certificates for the aggregate number of shares of Common Stock issuable upon such exercise (the “Option Shares”). The Option Shares so delivered must be duly authorized, validly issued, fully paid, non-assessable and free and clear of all taxes, liens, charges and security interests. If Grantor fails to deliver to one or more Holders a certificate or certificates representing the Option Shares by the close of business on the sixth Trading Day after its receipt of the Exercise Amount, then Grantee will cause have the right to rescind such exercise. In addition, if Grantee fails to deliver to the Holders a certificate or certificates representing the Option Shares pursuant to an exercise by the close of business on the sixth Trading Day after Grantee’s receipt of the Exercise Amount, and if after such sixth Trading Day a Holder is required by its transfer agent to, electronically transfer the Shares being sold broker to purchase (in an Issuance by crediting the Current Agent’s open market transaction or its designee’s account otherwise) common shares of STS (provided the Current Agent shall have given the Company written notice “Common Stock”) to deliver in satisfaction of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or a sale by such other means Holder of delivery as may be mutually agreed the Option Shares which the Holder anticipated receiving upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent such exercise (if applicablea "Buy-In"), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will then Grantor shall (i) hold pay in cash to the Current Agent harmless against any Loss Holder the amount by which (as hereinafter definedx) the Holder's total purchase price (including reasonable legal fees and expenses)brokerage commissions, as incurred, arising out if any) for the shares of or Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Option Shares that Grantor was required to deliver to the Holder in connection with the exercise at issue times (B) the price at which the sell order giving rise to such default by the Company purchase obligation was executed, or its transfer agent (if applicable) and (ii) pay at the option of the Holder, either reinstate the portion of the Option and equivalent number of Option Shares for which such exercise was not honored or deliver to the Current Agent any commission, discount, or other compensation to which it Holder the number of shares of Common Stock that would otherwise have been entitled absent such default; provideddelivered had Grantor timely complied with its delivery obligations hereunder. For example, however, that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Option Shares are not delivered due with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (i) a suspension or material limitation of the immediately preceding sentence Grantor shall be required to pay the Holder $1,000. The Holder shall provide Grantor written notice indicating the amounts payable to the Holder in trading in securities generally on respect of the NYSEBuy-In, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared together with applicable confirmations and other evidence reasonably requested by either federal or New York State authorities Grantor. Nothing herein shall limit Grantee’s or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) Holder's right to pursue any other calamity remedies available to it hereunder, at law or crisis or any change in financialequity including, political or economic conditions in without limitation, a decree of specific performance and/or injunctive relief with respect to Grantor’s failure to timely deliver certificates representing Option Shares upon exercise of this Option as required pursuant to the United States or elsewhereterms hereof. The Holders are express third party beneficiaries to this Section 4.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current Designated Agent’s account or its designee’s account (provided that the Current Designated Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the Designated Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof12 hereto, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 12 herein, with respect to (ii) above, the Company shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any commission, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQNasdaq; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United StatesStates or Canada; (iiiC) an outbreak or escalation failure by a Designated Agent to comply with its obligations under the terms of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warthis Agreement; or (ivD) any other calamity or crisis or any change in financial, political or economic conditions in if the United States or elsewhereCompany and the Designated Agent agree pursuant to Section 4(b) that no sale of Placement Shares will take place.

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current AgentCF&Co’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR XXXXXXXXXX & CO By: By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; Board of Directors has approved the terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in full compliance with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice has been satisfied. The undersigned undertakes to promptly CF&Co in the United States or elsewhereevent that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: MFA MORTGAGE INVESTMENTS, INC. By: Name: Title: SCHEDULE 2 CANTOR XXXXXXXXXX & CO. Xxxx Xxxxxx Xxxx X. Xxxxxx Xxxx Xxxxx Xxxxxxx XxXxxxxx MFA MORTGAGE INVESTMENTS, INC. Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxxxx Exhibit 7(n) MATTERS TO BE COVERED BY INITIAL OPINION OF XXXXXXXX CHANCE US LLP (i) As of December 31, 2003, the Company had an authorized capitalization as set forth in its consolidated statements of financial condition included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003. All of the shares of Common Stock outstanding as of December 31, 2003 have been duly authorized and validly issued and are fully paid and non-assessable and conform, in all material respects, to the description thereof contained in the Prospectus.

Delivery of Shares. On or before each Settlement Datethe Grant Date of this Award, the Company willshall issue the Shares, in either certificated or will cause its transfer agent tobook entry form, electronically transfer in Grantee’s name effective as of the Grant Date, provided that the Company shall retain control of such Shares until the Shares being sold have become vested in an Issuance by crediting accordance with this Agreement. In the Current Agent’s event that any Shares are certificated, then any certificates representing the Shares shall bear such legend or its designee’s account (provided the Current Agent shall have given legends as the Company written notice deems appropriate in order to assure compliance with this Agreement, the Plan and applicable securities laws. During the period of such designee prior time when the Shares are subject to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System Restrictions, all certificates representing Shares shall be endorsed with the following legend (in addition to any other legend required by applicable securities laws or any agreement by such other means of delivery as may be mutually agreed upon by which the Company is bound): THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE RESTRICTED STOCK AWARD AGREEMENT UNDER THE COMPANY’S 2012 STOCK AND INCENTIVE PLAN BETWEEN THE REGISTERED OWNER AND THE COMPANY. A COPY OF THE PLAN AND THE RESTRICTED STOCK AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY. Vesting Schedule: So long as Grantee maintains his/her status as an Employee, Non-Employee Director or Consultant (as the case may be), the Restrictions shall lapse and the Current Agent which in all cases Shares shall be freely tradablevested, transferableand any Dividends with respect to such Shares shall be paid or distributed, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms following schedule: <VEST_TYPE_PERIOD1> Upon the vesting of this Agreementthe Shares without a forfeiture of the applicable Shares, and upon the satisfaction of all other applicable conditions as to such Shares including, but not limited to, the payment by Grantee of all applicable income, employment and withholding taxes, if any, the Company agrees that shall deliver or cause to be delivered to Grantee shares of Common Stock, which may be in addition to and the form of a certificate(s) equal in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay number to the Current Agent any commissionapplicable Shares, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that the Company shall not be obligated subject to so indemnify and reimburse the Current Agent if Restrictions set forth above. Any Dividend payment, less applicable taxes, will be included in Grantee’s paycheck as soon as administratively possible upon the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on vesting of the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereShares.

Delivery of Shares. On or before each Settlement Date, the The Company will, or will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s shall open and maintain a trading account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date"Trading Account") at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account a clearing agent designated by the Sales Manager to facilitate the transactions contemplated by this Agreement. The Company prior shall, with respect to each sale of Placement Shares, effect delivery of the applicable number of Placement Shares to the Trading Account, on or before the third business day (or such other day as is industry practice for regular-way trading) following such sale of the Placement Shares (each, a "Settlement Date"). The Net Proceeds from the sale of the Placement Shares shall be available in the Trading Account following the settlement of the sale on the Settlement Date. The Sales Manager's compensation shall be withheld from the sales proceeds on each Settlement Date and shall be paid to the Sales Manager. If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent Sales Manager harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent Sales Manager any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, XXXXXXX XXXXXXX SECURITIES CORPORATION By: ________________________________ By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal the Board of Trustees or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in an authorized committee thereof has approved the United States; terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in full compliance with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice has been satisfied. The undersigned undertakes to promptly the Sales Manager. in the United States or elsewhere.event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: PROLOGIS By: ________________________________ SCHEDULE 3 Xxxx Xxxxx Xxxx X'Xxxxx Xxxx Xxxxxxx

Delivery of Shares. On If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder such Selling Stockholder will deposit such certificates, promptly upon the later of the execution of this Agreement or before each Settlement Datesuch Shares becoming certificated, with Xxxxx Fargo Bank, N.A., the Company transfer agent for the Company’s Common Stock (the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, or from time to time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will cause its transfer agent to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee not be revoked prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System earlier of the sales of such Shares hereunder or the expiration of the Underwriters’ option to purchase the Option Shares. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other means such event should occur, before the delivery of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases Shares hereunder, certificates representing such Shares shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated delivered by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Company agrees Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that in addition to and in no way limiting the rights and obligations set forth in Section 11(awhen such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 11(d) hereof, it will (i) hold 8-102 of the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) UCC and (iiz) pay appropriate entries to the Current Agent any commission, discount, or other compensation to which it would otherwise accounts of the Underwriters on the records of DTC will have been entitled absent such default; provided, however, that made pursuant to the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhereUCC.

Delivery of Shares. On or before each Settlement Date, the Company Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current applicable Agent’s account or its designee’s account (provided that the Current applicable Agent shall have given the Company Corporation written notice of such designee at least one Trading Day prior to the Settlement Date) at CDS Clearing and Depository Services Inc. though its CDSX system for Placement Shares sold in Canada and at The Depository Trust Company through its Deposit and Withdrawal at Custodian System for Placement Shares sold in the United States or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradabletradeable, transferable, registered shares in good deliverable form. On , the applicable Agent will, on each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company Corporation prior to the Settlement Date. The Company agrees that if If the Company, or its transfer agent (if applicable), Corporation defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof11 hereto, it will (i) hold the Current Agent Agents harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) Corporation and (ii) pay to the Current Agent Agents any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 11 herein, with respect to (ii) above, the Company Corporation shall not be obligated to so indemnify and reimburse pay the Current Agent if the Agents any commission, discount or other compensation on any Placement Shares are that it is not delivered possible to settle due to to: (iA) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange TSX or the NASDAQNYSE; (iiB) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or warCanada; or (ivC) any other calamity or crisis or any change in financial, political or economic conditions in failure by an Agent to comply with its obligations under the United States or elsewhereterms of this Agreement.

Delivery of Shares. On The Company shall cause to be delivered to Participant one Share for each Restricted Share Unit credited to Participant’s Restricted Share Unit Account on the date such Restricted Share Unit becomes vested or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer as soon as administratively practicable thereafter. Restricted Share Units may be settled only in whole Shares. Fractional shares shall be settled in cash. Participant shall have all rights of a stockholder with respect to the Shares being sold in an Issuance by crediting delivered hereunder. Participant hereby represents that Participant is acquiring the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior Shares issued hereunder for investment and not with a view to the Settlement Date) at The Depository Trust Company through its Deposit distribution thereof, and Withdrawal at Custodian System or by such that Participant does not intend to subdivide Participant’s interest in the Shares with any other means of delivery as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable formperson. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with the terms of this Agreement, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a) and Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, Participant acknowledges that the Company shall Shares subject to this Agreement relate to ordinary shares of MUFG, which is a non-U.S. issuer, and that the primary trading market for MUFG’s ordinary shares is not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation in trading in securities generally on the NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; . Participant further acknowledges that MUFG makes no undertaking to continue filing reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and neither MUFG nor the Company undertakes to maintain or facilitate a public market in the Shares in the United States. Furthermore, Participant acknowledges that, under applicable Japanese law, the Shares which relate to ordinary shares of MUFG are not permitted to be acquired or owned by or for the account of any “subsidiary” (iiias defined under applicable Japanese law) an outbreak of MUFG. Accordingly, Participant acknowledges that a liquid trading market for the Shares or escalation of hostilities or acts of terrorism involving the underlying ordinary shares may not exist in the United States when the Shares are required to be delivered as a result of MUFG electing to delist or a declaration by deregister the United States of a national emergency Shares, the American Depositary Receipts or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions the underlying ordinary shares in the United States or elsewhere.otherwise; that, as a result of any change or prospective change in applicable Japanese law or regulation thereunder (or any interpretation or change in interpretation thereof) with respect to MUFG (including any change associated with the application of International Financial Reporting Standards to MUFG), the Trust may become unable to acquire or own the Shares under then applicable Japanese law and regulations; and that the Committee reserves the right to take such actions as it deems appropriate in light of any future circumstances, including, but not limited to, adjustments to the Restricted Share Units under Article 7 of the Plan or discontinuation of the Plan at any time. UNIONBANCAL CORPORATION STOCK BONUS PLAN

Delivery of Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold in an Issuance by crediting the Current AgentCF&Co’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian Agent Commission System or by such other means of delivery as may be mutually agreed upon by the Company and the Current Agent parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent CF&Co will deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. The If the Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Placement Shares on a Settlement Date in accordance with the terms of this AgreementDate, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 11(a9(a) and Section 11(d) hereofof the Agreement, it will (i) hold the Current Agent CF&Co harmless against any Loss (as hereinafter defined) loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Current Agent CF&Co any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided. Very truly yours, however, CANTOR XXXXXXXXXX & CO By: By executing this Acceptance the undersigned certifies that the Company shall not be obligated to so indemnify and reimburse the Current Agent if the Shares are not delivered due to (i) a suspension or material limitation all of the representations and warranties contained in trading in securities generally the Agreement are true and correct on the NYSEdate hereof as if made on the date hereof, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; Board of Directors has approved the terms and conditions of this Placement Notice, (iii) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by Company is in full compliance with its obligations under the United States of a national emergency or war; or Agreement and (iv) any other calamity or crisis or any change in financial, political or economic all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice has been satisfied. The undersigned undertakes to promptly notify CF&Co in the United States or elsewhere.event that the above certification shall cease to be true and correct during any period in which sales may be made under this Placement Notice. ACCEPTED as of the date first-above written: LUMINENT MORTGAGE CAPITAL, INC. By: Name: Title: SCHEDULE 2 CANTOR XXXXXXXXXX & CO. Xxxx Xxxxxx Xxxx X. Xxxxxx Xxxx Xxxxx Xxxxxxx XxXxxxxx LUMINENT MORTGAGE CAPITAL, INC. Xxxxxxxxxxx X. Xxxx Xxxxxx X. Xxxxxxxxx Xxxx X. Seneca Xxxxx Xxxxx Exhibit 7(n) MATTERS TO BE COVERED BY INITIAL OPINION OF XXXXX XXXXXX LLP AND OPINION OF XXXXXXX XXXXX XXXXXXX & INGERSOLL, LLP