A. Amendments to Distribution Agency Agreement. The Distribution Agency Agreement is amended as follows (and except as specifically amended will otherwise remain in effect):
1. The fifth sentence of the first paragraph of Section 2(a) of the Distribution Agency Agreement is hereby deleted and replaced with the following:
Except where the context otherwise requires, Prospectus Supplement, as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or if after such date, the most recently filed final prospectus supplement relating to the Shares, in the form furnished by the Company to the Sales Agent in connection with the offering of the Shares.
2. Section 11(c) of the Distribution Agency Agreement is hereby deleted and replaced with the following:
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a) or 11(b) above or otherwise by mutual agreement of the parties; and shall automatically terminate on December 31, 2027; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Sections 7, 9 and 10 shall remain in full force and effect.
B. References to the Agreement and Amended and Restated Alternative Agreements. The parties to this Amendment agree that from and after the execution and delivery of this Amendment, references to Agreement or Amended and Restated Alternative Agreements in the Distribution Agency Agreement shall mean the Distribution Agency Agreement, as amended, and the Amended and Restated Alternative Agreements, as amended, respectively.
C. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Distribution Agency Agreement shall continue in full force and effect.
D. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.
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