SOUTHERN CO

EX-1.5 · ex1-5soatmequitydistributi.htm

EX-1.5
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 ex1-5soatmequitydistributi.htm
 EX-1.5

 Exhibit 1.5

 DISTRIBUTION AGREEMENT

 June 8, 2026

 Barclays Capital Inc.
 745 Seventh Avenue
 New York, New York 10019
 Barclays Bank PLC
 745 Seventh Avenue
 New York, New York 10019

 BMO Capital Markets Corp.
 151 W 42nd Street, 32nd Floor
 New York, New York 10036
 Bank of Montreal
 55 Bloor Street West, 18th Floor
  Toronto, Ontario, M4W 1A5, Canada

 BofA Securities, Inc.
 One Bryant Park
 New York, New York 10036

 Bank of America, N.A.
 One Bryant Park
 New York, New York 10036

 BTIG, LLC
 65 East 55th Street
 New York, New York 10022
 Citibank, N.A.
 390 Greenwich Street
 New York, New York 10013

 Nomura Securities International, Inc.
  (as forward seller through BTIG, LLC)
 309 West 49th Street
 New York, New York 10019
 Goldman Sachs & Co. LLC
 200 West Street
 New York, New York 10282

 Citigroup Global Markets Inc.
 388 Greenwich Street
 New York, New York 10013
 Jefferies LLC
 520 Madison Avenue
 New York, New York 10022

 Goldman Sachs & Co. LLC
 200 West Street
 New York, New York 10282
 JPMorgan Chase Bank, N.A.
 270 Park Avenue
 New York, New York 10017

 Jefferies LLC
 520 Madison Avenue
 New York, New York 10022
 Mizuho Markets Americas LLC
 1271 Avenue of the Americas, 3rd Floor
 New York, New York 10020

 J.P. Morgan Securities LLC
 270 Park Avenue
 New York, New York 10017
 Morgan Stanley & Co. LLC
 1585 Broadway, 6 th Floor
 New York, New York 10036

 Mizuho Securities USA LLC
 1271 Avenue of the Americas, 3rd Floor
 New York, New York 10020
 MUFG Securities EMEA plc
 Ropemaker Place, 25 Ropemaker Street
 London, EC2Y 9AJ

 Morgan Stanley & Co. LLC
 1585 Broadway, 6 th Floor
 New York, New York 10036
 Nomura Global Financial Products, Inc.
 309 West 49th Street
 New York, New York 10019

 MUFG Securities Americas Inc.
 1221 Avenue of the Americas, 6th Floor
 New York, New York 10020
 Royal Bank of Canada
 c/o RBC Capital Markets, LLC
 200 Vesey Street
 New York, New York 10281

 RBC Capital Markets, LLC Brookfield Place
 200 Vesey Street, 8th Floor
 New York, New York 10281
 The Bank of Nova Scotia
 44 King Street West
 Toronto, Ontario Canada M5H 1H1

 Santander US Capital Markets LLC
 437 Madison Avenue
 New York, New York 10022
 Banco Santander, S.A.
 Ciudad Grupo Santander Edificio Dehesa
 Planta 1, Avda. Cantabria, s/n, 28660
 Boadilla del Monte Madrid, Spain

 Scotia Capital (USA) Inc.
 250 Vesey Street
 New York, New York 10281

 Truist Bank
 50 Hudson Yards, 70th Floor
 New York, New York 10001

 Truist Securities, Inc.
 50 Hudson Yards, 70th Floor
 New York, New York 10001
 Wells Fargo Bank, National Association
 500 West 33rd Street, 14th Floor
 New York, New York 10001

    Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
   New York, New York 10001

 Ladies and Gentlemen:

 The Southern Company, a Delaware corporation (the “ Company ”), confirms its agreement with each of Barclays Capital Inc., BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities International, Inc. (acting through BTIG, LLC as agent), RBC Capital Markets, LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as agents and/or principals (each, an “ Agent ” and, collectively, the “ Agents ”), and Barclays Bank PLC, Bank of Montreal, Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, N.A., Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Nomura Global Financial Products, Inc., Royal Bank of Canada, Banco Santander, S.A., The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (each, a “ Forward Purchaser ” and, collectively, the “ Forward Purchasers ”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “ Agreement ”), of up to 50,000,000 shares (the “ Maximum Number of Shares ”) of common stock, $0.01 per share par value (the “ Common Stock ”), of the Company on the terms and conditions set forth in this Agreement. Such shares are hereinafter collectively referred to as the “ Shares ” and are described in the Prospectus referred to below.

 The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (No. 333-296531) (the “ registration statement ”) for the registration of the Shares and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Act ”); and such registration statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains or incorporates by reference additional information concerning the Company and its business. Except where the context otherwise requires, “ Registration Statement ,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the Agents, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. “ Basic Prospectus ” means the prospectus dated June 5, 2026 filed as part of the Registration Statement, including the documents incorporated by reference therein as of the date of such prospectus; “ Prospectus Supplement ” means the most recent prospectus supplement relating to the Shares, to be 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 of its first use in connection with a public offering or sale of Shares pursuant hereto (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agents in connection with the offering of the Shares; “ Prospectus ” means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provisions of Section 4(e) of this Agreement and filed in accordance with the provisions of Rule 424(b) under the Act) together with the Basic Prospectus attached to or used with the Prospectus Supplement; and “ Permitted Free Writing Prospectus ” has the meaning set forth in Section 3(c) of this Agreement. Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “ Incorporated Documents ”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall, unless stated otherwise, be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “ Exchange Act ”) on or after the initial effective date of the Registration Statement, or the date of the Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference. References in this Agreement to financial statements or other information

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 that is “contained,” “included,” “described,” “set forth” or “provided” in the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus and any similar references shall, unless stated otherwise, include any information incorporated or deemed to be incorporated by reference therein.

 The Company, each Agent and each Forward Purchaser agree as follows:

 1.     Issuance and Sale .

 (a)    Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein and provided the Company provides the applicable Agent with any due diligence materials and information reasonably requested by such Agent or its counsel necessary for such Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and such Agent shall enter into an agreement in accordance with Section 2 hereof regarding the number of Shares to be placed by such Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “ Agency Transaction ”). The Company may also (i) offer to sell the Shares directly to an Agent, as principal, in which event such parties shall enter into a separate agreement (each, a “ Terms Agreement ”) in substantially the form of Exhibit A hereto (with such changes thereto as may be agreed upon by the Company and such Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section 2(g) hereof (each such transaction being referred to as a “ Principal Transaction ”) or (ii) enter into one or more initially-priced forward stock purchase transactions with a Forward Purchaser (an “ Initially- Priced Transaction ”) or one or more collared forward sale transactions with a Forward Purchaser (a “ Collared Forward Transaction ” and each of an Initially-Priced Transaction and a Collared Forward Transaction, a “ Forward Transaction ”), as set forth in a separate letter agreement, the forms of which are attached hereto as Exhibits B-1 and B-2, respectively (an “ Initially-Priced Confirmation ” and a “ Collared Forward Confirmation ”, each, a “ Confirmation ” and, together, the “ Confirmations ”). As used herein, (i) the “ Term ” shall be the period commencing on the date hereof and ending on the earlier of (x) the date on which the aggregate number of Shares issued and sold pursuant to this Agreement, any Terms Agreement and any Confirmation is equal to the Maximum Number of Shares and (y) any termination of this Agreement pursuant to Section 8 hereof, (ii) an “ Exchange Business Day ” means any day during the Term that is a trading day for the Exchange other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, (iii) “ Exchange ” means the New York Stock Exchange and (iv) “ Forward Settlement Date ” means, for sales in establishing the applicable Forward Purchaser’s initial hedge under any Confirmation, unless otherwise specified, the first (1 st ) Exchange Business Day, or such other day as may, from time to time, become standard industry practice for regular-way trading, following the date on which such sales are made and (v) “ Forward Hedge Selling Commission ” means, (x) for any Initially-Priced Transaction, the product of (i) the Forward Hedge Selling Commission Rate (as defined in the applicable Initially-Priced Confirmation), (ii) the Volume Weighted Hedge Price (as defined in the applicable Initially-Priced Confirmation) and (iii) the Number of Shares (as defined in the applicable Initially-Priced Confirmation) and (y) for any Collared Forward Transaction, the product of (i) the Forward Hedge Selling Commission Rate (as defined in the applicable Collared Forward Confirmation) and (ii) the sum of the product of each Hedge Reference Price (as defined in the applicable Collared Forward Confirmation) and the corresponding Component Number of Shares (as defined in the applicable Collared Forward Confirmation) for all Components (as defined in the applicable Collared Forward Confirmation) of such Collared Forward Transaction.

 (b)    Subject to the terms and conditions set forth below, the Company appoints each Agent as agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. Each Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares with respect to which such Agent has agreed to act as sales agent in accordance with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). Neither the Company nor any Agent shall have any obligation to enter into an Agency Transaction. The Company shall be obligated to issue and sell through the Agents, and each of the Agents shall be obligated to use its respective commercially reasonable efforts, consistent with its normal trading and sales practices and as provided herein and in the applicable Transaction Acceptance, to place Shares only if and when the Company makes a Transaction Proposal (as defined below) to such Agent related to such an Agency Transaction and a Transaction Acceptance related to such Agency Transaction has been delivered to the Company by such Agent as provided in Section 2 hereof. In addition, subject to the terms and conditions set forth herein, the Company may, in consultation with a Forward Purchaser and the applicable Agent,
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 instruct such Forward Purchaser to borrow, offer and sell Shares through such Agent (or, with respect to BTIG, LLC, Nomura Securities International, Inc., (acting through BTIG, LLC as agent)), as forward seller, and enter into one or more Confirmations with respect to such Shares. In connection therewith, the Company and such Forward Purchaser understand that such Forward Purchaser, through such Agent, as forward seller and sales agent, will effect sales of Shares on the terms set forth in this Agreement. Nothing herein shall constitute a commitment by any Forward Purchaser to borrow, offer or sell Shares, or to enter into any Forward Transaction. Such a commitment (if any) would be set forth in, and would be subject to the terms of, a Confirmation with respect to such Forward Transaction.

 (c)    Each Agent, as agent in any Agency Transaction, and each Agent, as forward seller for the applicable Forward Purchaser, hereby covenants and agrees, severally and not jointly, not to make any sales of the Shares on behalf of the Company pursuant to this Agreement other than (A) by means of ordinary brokers’ transactions between members of the Exchange that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an “at the market offering” under Rule 415(a)(4) under the Act (such transactions are hereinafter referred to as “At the Market Offerings”) and (B) such other sales of the Shares on behalf of the Company by the Agent in its capacity as agent of the Company or as forward seller for the applicable Forward Purchaser as shall be agreed by the Company and such Agent in writing. For the avoidance of doubt and subject to the foregoing, each Agent, as agent in any Agency Transaction, and each Agent, as forward seller for the applicable Forward Purchaser may sell Shares by any method permitted by law, including without limitation (i) by means of ordinary brokers’ transactions (whether or not solicited), (ii) to or through a market maker, (iii) directly on or through any national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, or any other market venue, (iv) in the over-the-counter market, (v) in privately negotiated transactions, or (vi) through a combination of any such methods.

 (d)    If Shares are to be sold in an Agency Transaction in an At the Market Offering, the applicable Agent will confirm in writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section 2(b) hereof) no later than the opening of trading on the immediately following Exchange Business Day.

 (e)    If the Company shall default on its obligation to deliver Shares to an Agent pursuant to the terms of any Agency Transaction or Terms Agreement, the Company shall (i) indemnify and hold harmless such Agent, and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses arising from or as a result of such default by the Company and (ii) notwithstanding any such default, pay to such Agent the commission to which it would otherwise be entitled in connection with such sale in accordance with Section 2(b) hereof.

 (f)    The Company acknowledges and agrees that (i) there can be no assurance that an Agent will be successful in selling the Shares, (ii) no Agent shall incur any liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (iii) no Agent shall be under any obligation to purchase Shares on a principal basis pursuant to this Agreement, except as may otherwise be specifically agreed by such Agent and the Company in a Terms Agreement.

 2.     Transaction Acceptances and Terms Agreements .

 (a)    The Company may, from time to time during the Term, propose to an Agent that they enter into an Agency Transaction to be executed on a specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to such Agent by email or telephone from any of the individuals listed as an authorized representative of the Company on Schedule A hereto to make such sales and shall set forth the information specified below (each, a “Transaction Proposal”). If such Agent agrees to the terms of such proposed Agency Transaction or if the Company and such Agent mutually agree to modified terms for such proposed Agency Transaction, then such Agent shall promptly deliver to the Company by email a notice (each, a “Transaction Acceptance”) confirming the terms of such proposed Agency Transaction as set forth in such Transaction Proposal or setting forth the modified terms for such proposed Agency Transaction as agreed by the Company and such Agent, as the case may be, whereupon such Agency Transaction shall become a binding agreement between the Company and such Agent. Each Transaction Proposal shall specify:
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 (i)    the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold (each, a “ Purchase Date ”);

 (ii)    the maximum number of Shares to be sold by such Agent (the “ Specified Number of Shares ”) on, or over the course of, such Purchase Date(s), or as otherwise agreed between the Company and such Agent and documented in the relevant Transaction Acceptance;

 (iii)    the lowest price, if any, at which the Company is willing to sell Shares on each such Purchase Date or a formula pursuant to which such lowest price shall be determined (each, a “ Floor Price ”); and

 (iv)    if other than 1% of the Gross Sales Price, the Agent’s discount or commission.

 A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreement, results or could result in a total number of Shares that exceeds the Maximum Number of Shares nor shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof. The Company shall have responsibility for maintaining records with respect to the aggregate number of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number of Shares offered and sold does not exceed the Maximum Number of Shares, and the price at which any Shares are offered or sold is not lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof. In the event that more than one Transaction Acceptance with respect to any Purchase Date(s) is delivered by the applicable Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Purchase Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance and prior to the delivery to the Company of the latest Transaction Acceptance. The Company or the applicable Agent may, upon notice to the other such party by email or telephone (confirmed promptly by e-mail), suspend or terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided , however , that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Purchase Date, then the Company and the applicable Agent shall mutually agree to such additional terms and conditions as they deem reasonably necessary in respect of such multiple Purchase Dates, and such additional terms and conditions shall be set forth in or confirmed by, as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein.

 (b)    The Purchase Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. Except as otherwise agreed between the Company and an Agent, such Agent’s commission for any Shares sold through such Agent pursuant to this Agreement, any Terms Agreement and for any borrowed Shares sold by a Forward Purchaser through a forward seller shall be a percentage, not to exceed 1%, of (x) the actual sales price of such Shares or (y) in the case of a Collared Forward Transaction, the relevant Hedge Reference Price(s) (as defined in and determined pursuant to the relevant Confirmation) (the “Gross Sales Price”), which commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance or Confirmation; provided, however, that such commission shall not apply when an Agent acts as principal, in which case such commission or a discount shall be set forth in the applicable Terms Agreement. Unless otherwise agreed between the Company and the applicable Agent, such commission shall be deducted by the Agent from the payment of the Gross Sales Price to the Company. Notwithstanding the foregoing, in the event the Company engages an Agent for a sale of Shares in an Agency Transaction that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company will provide such Agent, at such Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date (as defined below) the opinions of counsel, accountants’ letters and officer’s certificates pursuant to Section 5 hereof, each dated the Settlement Date, and such other documents and information as such Agent shall reasonably request, and the Company and such Agent will agree to compensation that is customary for such Agent with respect to such transaction. The Gross Sales Price less the applicable Agent’s commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any
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 governmental, regulatory or self-regulatory organization in respect of the sale of the applicable Shares is referred to herein as the “ Net Sales Price .”

 (c)    Payment of the Net Sales Price for Shares sold by the Company on any Purchase Date pursuant to a Transaction Acceptance shall be made to the Company by wire transfer of immediately available funds to the account of the Company (which the Company shall provide to the applicable Agent at least three Exchange Business Days prior to the applicable Agency Settlement Date (as defined below)) against delivery of such Shares to such Agent’s account, or an account of such Agent’s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System (“ DWAC ”) or by such other means of delivery as may be agreed to by the Company and such Agent. Such payment and delivery shall be made at or about 10:00 a.m. (New York City time) on the first Exchange Business Day (or such other day as may, from time to time, become standard industry practice for settlement of such a securities issuance or as agreed to by the Company and such Agent) following each Purchase Date (each, an “ Agency Settlement Date ”). On each Forward Settlement Date in establishing the applicable Forward Purchaser’s initial hedge under a Confirmation, such Shares shall be delivered by such Forward Purchaser to such Agent in book-entry form to such Agent’s account at The Depository Trust Company against payment by such Agent of the Net Sales Price from the sale of such Shares in same day funds delivered to an account designated by such Forward Purchaser.

 (d)    If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the Company and the applicable Agent with respect to a Purchase Date, and such Agent thereafter determines and notifies the Company that the Gross Sales Price for such Agency Transaction would not be at least equal to such Floor Price, then the Company shall not be obligated to issue and sell through such Agent, and such Agent shall not be obligated to place, the Shares proposed to be sold pursuant to such Agency Transaction on such Purchase Date, unless the Company and such Agent otherwise agree in writing.

 (e)    If the Company or an Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and any applicable Forward Purchaser, and sales of the Shares under this Agreement, any Transaction Acceptance, Terms Agreement or Confirmation shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each such party and Forward Purchaser. On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, the Company shall calculate the average daily trading volume (as defined under “ ADTV ” in Rule 100 of Regulation M under the Exchange Act) of the Common Stock based on market data provided by Bloomberg L.P. or such other sources as agreed upon by the Company and the applicable Agent.

 (f)    (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth in Section 2(a) hereof or in connection with a Forward Transaction, it will notify the applicable Agent of the proposed terms of the Principal Transaction. If such Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and such Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction.

 (ii) The terms set forth in a Terms Agreement shall not be binding on the Company or an Agent unless and until the Company and such Agent have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of any such Terms Agreement shall control.

 (g)    Each sale of the Shares to an Agent in a Principal Transaction shall be made in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, such Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by such Agent. The commitment of an Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company contained, and shall be subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. Any such Terms Agreement shall specify the number of the Shares to be purchased by the applicable Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by,
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 underwriters, if any, acting together with such Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “ Principal Settlement Date ”; and, together with any Agency Settlement Date and any Forward Settlement Date, a “ Settlement Date ”) and place of delivery of and payment for such Shares.

 (h)    Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement, or give any instruction to borrow, offer or sell any Shares (whether in an Agency Transaction or a Principal Transaction or in connection with a Forward Transaction) and, by notice to each Agent given by telephone (confirmed promptly by email), shall cancel any instructions for the borrowing, offer or sale of any Shares, and none of the Agents shall be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non- public information or (ii) (A) if the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an “ Earnings Announcement ”) with respect to a completed quarter in advance of filing its Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same periods, as the case may be, covered by such Earnings Announcement, at any time from and including the date of the Earnings Announcement through and including the time that is 24 hours after the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement, or (B) if the Company shall make an Earnings Announcement on the same date as the filing of the Quarterly Report on Form 10-Q or Annual Report on Form 10-K for such period, from the date of the filing of such Quarterly Report on Form 10-Q or Annual Report on Form 10-K through and including the time that is 24 hours after the time that the Company files such Quarterly Report on Form 10-Q or Annual Report on Form 10-K.

 (i)    The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company shall be effected only by or through one Agent, as sales agent or forward seller, on any Exchange Business Day.

 (j)    Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and no Agent, as sales agent or forward seller, shall be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at a price lower than the minimum price, or in a number in excess of the Maximum Number of Shares, as the case may be, authorized from time to time to be issued and sold under this Agreement, any Terms Agreement and any Confirmation, in each case by the Company’s board of directors or a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance with any such limitations shall be the sole responsibility of the Company. The Company or the applicable Agent, acting as forward seller, may, upon notice to the other such party by email or telephone (confirmed promptly by e-mail), suspend or terminate the offering of the Shares pursuant to a Forward Transaction for any reason; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice or their respective obligations under any Confirmation.

 (k)    Notwithstanding anything herein to the contrary, in the event that, after using commercially reasonable efforts, either (i) a Forward Purchaser is unable to borrow and deliver any Shares for sale under this Agreement or (ii) in the good faith judgment of such Forward Purchaser, it is either impracticable to borrow and deliver any Shares for sale under this Agreement or such Forward Purchaser would incur a stock loan cost that is equal to or greater than the rate set forth in the applicable Confirmation, then the applicable Agent shall be required to sell on behalf of such Forward Purchaser only the aggregate number of Shares that such Forward Purchaser using commercially reasonable efforts is able to, and that it is practicable to, so borrow below such cost.

 3.     Representations, Warranties and Agreements of the Company . The Company represents and warrants to each of the Agents and the Forward Purchasers as of (i) the date hereof, (ii) each date on which the Company receives a Transaction Acceptance (the “ Time of Acceptance ”), (iii) each date on which the Company executes and delivers a Terms Agreement, (iv) each Time of Sale (as defined below), (v) each Settlement Date and(vi) each Bring-Down Delivery Date (as defined below) on which a certificate is required to be delivered pursuant to Section 6(b) hereof (each such date listed in (i) through (vi), a “ Representation Date ”), and agrees that:
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 (a)    The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed and quoted on the Exchange under the trading symbol “SO.” Prior to the delivery of any Transaction Proposal, the Shares shall have been listed on the Exchange, subject to notice of issuance.

 (b)    (1) At the time of filing the Registration Statement, (2) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (3) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Act or made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) and (4) at the date hereof, the Company was and is eligible to register and issue the Shares, as a “ well-known seasoned issuer ” as defined in Rule 405 under the Act (“ Rule 405 ”), including not having been and not being an “ ineligible issuer ” as defined in Rule
 405. The Registration Statement is an “ automatic shelf registration statement ,” as defined in Rule 405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 automatic shelf registration statement. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to the use of the automatic shelf registration statement form.

 (c)    The Registration Statement became effective upon filing under Rule 462(e) under the Act on June 5, 2026, and any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the Act. No stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering has been initiated or, to the best knowledge of the Company, threatened by the Commission.

 At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Agents and the Forward Purchasers pursuant to Rule 430B(f)(2) under the Act (each, a “ Deemed Effective Time ”), as of each time (i) with respect to each offering of Shares pursuant to this Agreement, the time of an Agent’s initial entry into contracts with investors for the sale of such Shares or (ii) with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares (each, a “ Time of Sale ”) and as of each Settlement Date, as applicable, the Registration Statement complied and will comply in all material respects with the requirements of the Act, and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

 Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at each Time of Sale, as applicable, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 Any preliminary prospectus (including any such prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto or any Interim Prospectus Supplement (as defined below)) complied when so filed in all material respects with the Act.

 As of each Time of Sale, neither (x) the Issuer General Use Free Writing Prospectus(es) issued at or prior to such Time of Sale, including any additional information listed on Schedule B hereto and the Prospectus, all considered together (collectively, the “ General Disclosure Package ”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 As of each Time of Sale, the General Disclosure Package will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 As used in this subsection and elsewhere in this Agreement:
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 “ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433 under the Act (“Rule 433”), relating to the Shares that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

 “ Issuer General Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule B hereto.

 “ Issuer Limited Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

 “ Permitted Free Writing Prospectus ” means any free writing prospectus consented to in writing by the Company and each Agent. For the avoidance of doubt, any free writing prospectus that is not consented to in writing by the Company does not constitute a Permitted Free Writing Prospectus and will not be an Issuer Free Writing Prospectus.

 Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies each Agent as described in Section 4(g) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the General Disclosure Package, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

 The representations and warranties in this subsection shall not apply to (A) that part of the Registration Statement which shall constitute the Statements of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “ 1939 Act ”), or (B) any statements or omissions made in the Registration Statement or the General Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by the Agents expressly for use therein.

 (d)    Since the most recent dates as of which information is given in the Registration Statement and the General Disclosure Package, except as otherwise stated therein, there has been no material adverse change in the business, properties or financial condition of the Company, whether or not arising in the ordinary course of business (“ Material Adverse Change ”).

 (e)    The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware and has due corporate authority to conduct the business in which it is engaged and to own and operate the properties used by it in such business, to enter into and perform its obligations under this Agreement, any Terms Agreement and any Confirmation and to issue and sell the Shares.

 (f)    This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement and any Confirmation will have been duly authorized, executed and delivered by the Company.

 (g)    The Shares, when issued and delivered by the Company pursuant to this Agreement, any Terms Agreement or any Confirmation, against payment of the consideration set forth in this Agreement, any Terms Agreement or any Confirmation, will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any preemptive or similar right under (i) the statutes, judicial and administrative decisions, and the rules and regulations of the governmental agencies of the State of Delaware, (ii) the Company’s Restated Certificate of Incorporation or Amended and Restated By-Laws or (iii) any instrument, document, contract or other agreement filed as an exhibit to the Registration Statement. The Common Stock, including the Shares, will conform in all material respects to all statements relating thereto contained in the Registration Statement and the General Disclosure Package.
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 (h)    The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds as described in the Registration Statement and the General Disclosure Package, will not be an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

 (i)    The execution, delivery and performance by the Company of this Agreement, any Terms Agreement or any Confirmation and the consummation by the Company of the transactions contemplated herein and therein (including any settlement pursuant to the terms of any Confirmation) and compliance by the Company with its obligations hereunder and thereunder shall have been duly authorized by all necessary corporate action on the part of the Company and do not and will not result in any violation of the Company’s Restated Certificate of Incorporation or Amended and Restated By-Laws, and do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company under (A) any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company is a party or by which it may be bound or to which any of its properties may be subject (except for conflicts, breaches or defaults which would not, individually or in the aggregate, be materially adverse to the Company or materially adverse to the transactions contemplated by this Agreement), or
 (B) any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, or any regulatory body or administrative agency or other governmental body having jurisdiction over the Company or any of its properties.

 (j)    No authorization, approval, consent or order of any court or governmental authority or agency is necessary in connection with the issuance and sale by the Company of the Shares or the transactions by the Company contemplated in this Agreement, any Terms Agreement or any Confirmation, except (A) such as may be required under the Act or the rules and regulations thereunder and (B) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or “blue sky” laws.

 (k)    The financial statements of the Company incorporated by reference in the Registration Statement and the General Disclosure Package, together with the related schedules and notes, present fairly, in all material respects, the financial position, results of operations and cash flows of the Company as of and for the dates indicated; said financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“ GAAP ”) applied on a consistent basis (except that the unaudited financial statements incorporated by reference in the Registration Statement and the General Disclosure Package may be subject to normal year-end adjustments) throughout the periods involved and necessarily include amounts that are based on the best estimates and judgments of management. The selected financial data and the summary financial information included in the General Disclosure Package present fairly the information shown therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements incorporated by reference in the Registration Statement and the General Disclosure Package. Any pro forma financial statements of the Company included or incorporated by reference in the Registration Statement and the General Disclosure Package have been prepared in accordance with the applicable requirements of the Act and the Exchange Act, as applicable. The assumptions used in preparing any pro forma financial statements of the Company included or incorporated by reference in the Registration Statement and the General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein; any related pro forma adjustments give appropriate effect to those assumptions in all material respects; and any pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts in all material respects.

 (l)    Immediately after any sale of Shares by the Company hereunder, the aggregate amount of Shares that have been issued and sold by the Company hereunder will not exceed the aggregate amount of Common Stock registered and available under the Registration Statement (in this regard, the Company acknowledges and agrees that, although the Agents will be required to maintain records of the Shares sold pursuant to this Agreement, any Terms Agreement or any Confirmation, the Agents shall have no responsibility for maintaining records with respect to the availability of Common Stock for sale pursuant to the Registration Statement).

 (m)    Except under circumstances where the Company has provided the Agents with the notice required pursuant to Section 2(e) hereof, the Shares are an “actively–traded security” exempted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.
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 (n)    Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee or subsidiary of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing activities of any person that, at the time of such financings, is subject to any U.S. sanctions administered by OFAC.

 Each of the Agents and the Forward Purchasers represents and warrants to, and agrees with, the Company, its directors and such of its respective officers as shall have signed the Registration Statement, that the information furnished in writing to the Company by or through such Agent or such Forward Purchaser or on such Agent’s or such Forward Purchaser’s behalf expressly for use in the Registration Statement or the General Disclosure Package does not contain an untrue statement of a material fact and does not omit to state a material fact in connection with such information required to be stated therein or necessary to make such information not misleading.

 4.     Certain Covenants of the Company. The Company hereby agrees with each of the Agents and each of the Forward Purchasers:

 (a)    For so long as the delivery of a prospectus is required under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of Shares, before using or filing any Permitted Free Writing Prospectus and before using or filing any amendment or supplement to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus (in each case, other than due to the filing of an Incorporated Document), to furnish to each Agent a copy of each such proposed Permitted Free Writing Prospectus, amendment or supplement within a reasonable period of time before filing with the Commission or using any such Permitted Free Writing Prospectus, amendment or supplement and to not use or file any such Permitted Free Writing Prospectus or any such proposed amendment or supplement to which an Agent reasonably objects, unless the Company’s legal counsel has advised the Company that use or filing of such document is required by law.

 (b)    As soon as practicable, and in any event within the time prescribed by Rule 424 under the Act, to file the Prospectus, in a form approved by the Agents and the Forward Purchasers, such approval not to be unreasonably withheld, with the Commission and make any other required filings pursuant to Rule 433 under the Act; as soon as the Company is advised thereof, to advise the Agents and the Forward Purchasers orally or in writing of the issuance of any stop order under the Act with respect to the Registration Statement, or the institution of any proceedings for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares, of which the Company shall have received notice, and to use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued.

 (c)    To deliver to the Agents, without charge, as soon as practicable after the Registration Statement becomes effective, and from time to time thereafter during such period of time as they are required by law to deliver a prospectus (or required to deliver but for Rule 172 under the Act), as many copies of the Prospectus (as supplemented or amended if the Company shall have made any supplements or amendments thereto, other than supplements or amendments relating solely to securities other than the Shares) as the Agents may reasonably request, and for so long as this Agreement is in effect, to prepare and file promptly such amendment or amendments to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as may be necessary to comply with the requirements of Section 10(a)(3) of the Act.

 (d)    To furnish to the Agents a copy of the Registration Statement as initially filed with the Commission and of all amendments thereto (exclusive of exhibits), other than amendments relating solely to securities other than the Shares and, upon request, to furnish to the Agents sufficient plain copies thereof (exclusive of exhibits).

 (e)    For so long as the delivery of a prospectus is required under the Act (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, if any event shall have occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not contain any untrue statement of a material fact or not omit to state any material fact required to be stated therein
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 or necessary in order to make the statements therein not misleading, forthwith to prepare and furnish, at its own expense, to the Agents and copies of such amendments to the Prospectus or supplements to the Prospectus.

 (f)    To make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in a form complying with the provisions of Rule 158 of the rules and regulations under the Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the “effective date” (as defined in Rule 158) of the Registration Statement.

 (g)    If during the Term, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) of the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, to (i) promptly notify the Agents, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Shares, in a form satisfactory to the Agents, (iii) use its reasonable best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Agents of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the Shares to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

 (h)    To endeavor, in cooperation with the Agents, to qualify the Shares for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Agents may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome.

 (i)    To pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the preparation, printing and filing of the Registration Statement and the General Disclosure Package and all other amendments and supplements thereto and the mailing and delivering of copies thereof to the Agents, the Forward Purchasers and the Exchange; (ii) the Agents’ and the Forward Purchasers’ reasonable documented out-of-pocket expenses, including the reasonable fees, disbursements and expenses of counsel for the Agents and the Forward Purchasers (including in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 4(h) hereof and in connection with preparing any blue sky survey), in connection with the execution of this Agreement, any Terms Agreement and any Confirmation and the Registration Statement incurred on or prior to the date hereof; (iii) the cost (other than those expenses described in clause (ii) above) of printing, preparing or reproducing this Agreement and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iv) all filing fees and expenses (other than those expenses described in clause (ii) above) in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 4(h) hereof; (v) the cost of preparing the Shares; (vi) the fees and expenses of any transfer agent of the Company; (vii) the cost of providing any CUSIP or other identification numbers for the Shares; (viii) the fees and expenses incurred in connection with the listing or qualification of the Shares on the Exchange and any filing fees incident to any required review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Shares in connection with this Agreement, any Terms Agreement, any Confirmation and the Registration Statement (including the reasonable fees, disbursements and expenses of counsel for the Agents and the Forward Purchasers), and (ix) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 4(i).

 (j)    During any period beginning on the date of a Transaction Acceptance and ending on the Settlement Date with respect to such sales, to not, directly or indirectly, sell, offer to sell, contract to sell, pledge or otherwise dispose of any shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for shares of Common Stock (other than shares of the Common Stock hereunder), without (A) giving the Agents prior written notice, as promptly as reasonably practicable, specifying the nature of the proposed sale and the date of such proposed sale and (B) the Agents suspending activity under this Agreement for such period of time as requested by the Company or deemed appropriate by the Agents in light of the proposed sale, offer to sell, contract to sell, pledge, or other disposition of shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for shares of Common Stock. The foregoing sentence shall not apply to (A) Shares offered and sold under this Agreement, any Terms Agreement or any Confirmation, (B) Common Stock, options to purchase shares of Common Stock or
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 Common Stock issuable upon the exercise of options or other rights pursuant to any employee or director stock option or benefit plan, stock purchase or ownership plan (whether currently existing or adopted hereafter), dividend reinvestment plan or direct purchase plan, including, without limitation, the Southern Investment Plan, of the Company, (C) Common Stock issuable upon conversion or settlement of securities or the exercise of warrants, options or other rights disclosed in the Company’s Commission filings and (D) Common Stock issuable as consideration in connection with acquisitions of business, assets or securities of other persons. Any lock-up provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement.

 (k)    Prior to delivery of any Transaction Proposal, to cause the Shares to be approved for listing on the Exchange, subject to notice of issuance.

 (l)    To acknowledge that each Agent may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account and for accounts of its customers while this Agreement is in effect; provided that the Company shall not be deemed to have authorized or consented to any such purchases or sales by such Agent. In addition, the Company hereby acknowledges and agrees that each Agent and such Agent’s affiliates may make markets in the Common Stock or other securities of the Company, in connection with which they may buy and sell, as agent or principal, for long or short account, shares of Common Stock or other securities of the Company, at the same time such Agent is acting as agent pursuant to this Agreement.

 (m)    Prior to the third anniversary of the initial effective date of the Registration Statement, to file a new shelf registration statement to permit the issuance and sale of the Shares to continue as contemplated in the Registration Statement. References herein to the Registration Statement shall include such new shelf registration statement.

 (n)    To not, directly or indirectly, take any action designed to cause or result in, or that constitutes or could reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares.

 5.     Execution of Agreement . Each Agent’s and each Forward Purchaser’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement:

 (a)    the Company shall have delivered to the Agents and the Forward Purchasers:

 (i)    an officer’s certificate executed by the President, any Vice President, the Treasurer or any Assistant Treasurer of the Company certifying as to the matters set forth in Exhibit C hereto;

 (ii)    an opinion and related disclosure letter of Troutman Pepper Locke LLP, counsel for the Company, addressed to the Agents and the Forward Purchasers and dated the date of this Agreement, substantially in the forms attached hereto as Exhibits D-1 and D-2;

 (iii)    an opinion and related disclosure letter of Hunton Andrews Kurth LLP, counsel for the Agents and the Forward Purchasers, addressed to the Agents and the Forward Purchasers and dated the date of this Agreement, substantially in the forms attached hereto as Exhibit E-1 and E-2;

 (iv)    a “comfort” letter from Deloitte & Touche LLP addressed to the Agents and the Forward Purchasers and dated the date of this Agreement, substantially in the form attached hereto as Exhibit F;

 (v)    resolutions duly adopted by the Company’s board of directors or a duly authorized committee thereof, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and
 13

 (vi)    such other documents as the Agents and the Forward Purchasers shall reasonably request in order to evidence the accuracy and completeness of any of the representations or warranties, or the fulfillment of the conditions, herein contained.

 6.     Additional Covenants of the Company . The Company further covenants and agrees with each of the Agents and each of the Forward Purchasers as follows:

 (a)    Each Transaction Proposal made by the Company that is accepted by an Agent by means of a Transaction Acceptance and each execution and delivery by the Company of a Terms Agreement or Confirmation shall be deemed to be (i) an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agents pursuant hereto are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii) an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of such Transaction Acceptance, Terms Agreement or Confirmation, as the case may be).

 (b)    Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (including, except as noted in the proviso at the end of this Section 6(b), by the filing of any Incorporated Document) or (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, (each date referred to clauses (i) and (ii) above, a “ Bring-Down Delivery Date ”), the Company shall, unless the Agents agree otherwise, furnish or cause to be furnished to the Agents certificates, dated as of such Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificates, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) hereof furnished to Agents are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate); provided , however , that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i) above unless such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report on Form 8-K or part thereof under Item 2.02 of Regulation S-K of the Commission that is considered “filed” under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration Statement will not constitute a Bring-Down Delivery Date.

 (c)    Each Bring-Down Delivery Date, the Company shall, unless the Agents and, if such Bring- Down Delivery Date relates to a Confirmation, the Forward Purchasers agree otherwise, cause to be furnished to Agents and, if applicable, the Forward Purchasers (A) the written opinion and disclosure letter of Troutman Pepper Locke LLP, counsel to the Company and the written opinion and disclosure letter of Hunton Andrews Kurth LLP, counsel to the Agents and the Forward Purchasers, each dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring- Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section 5(a)(ii) or Section 5(a)(iii) hereof, as applicable, but modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or, in lieu of such opinions and letters, each such counsel shall furnish the Agents and, if applicable, the Forward Purchasers with a letter substantially to the effect that the Agents and, if applicable, the Forward Purchasers may rely on the opinion and letter of such counsel referred to in Section 5(a)(ii) or Section 5(a)(iii) hereof, as applicable, furnished to the Agents and, if applicable, the Forward Purchasers, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such letters authorizing reliance).
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 (d)    Each Bring-Down Delivery Date, the Company shall, unless the Agents and, if such Bring- Down Delivery Date relates to a Confirmation, the Forward Purchasers agree otherwise, cause Deloitte & Touche LLP to furnish to the Agents and, if applicable, the Forward Purchasers a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section 5(a)(iv) hereof, but modified to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business pursuant to the provisions of Item 3-05 of Regulation S-X, the Company shall, if requested by the Agents and, if applicable, the Forward Purchasers, cause a firm of independent public accountants to furnish to the Agents and, if applicable, the Forward Purchasers a “comfort” letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, addressing such matters as the Agents and, if applicable, the Forward Purchasers may reasonably request .

 (e)    (i) No order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose or pursuant to Section 8A under the Act shall have been initiated or, to the knowledge of the Company, threatened by the Commission; the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of a Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Company; and (ii) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to an Agent or the time an Agent delivers a Transaction Acceptance to the Company.

 (f)    The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agents and the Forward Purchasers or their counsel from time to time in connection with the transactions contemplated hereby or by any Terms Agreement or Confirmation, including, without limitation, at each Bring-Down Delivery Date and otherwise as the Agents and the Forward Purchasers may reasonably request, providing information and making available documents and appropriate corporate officers of the Company and representatives of Deloitte & Touche LLP (and, if the Registration Statement, the Prospectus or any Permitted Free- Writing Prospectus shall include or incorporate by reference the financial statements of any entity or business pursuant to the provisions of Item 3-05 of Regulation S-X, representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the Agents and the Forward Purchasers and their counsel.

 (g)    The Company shall disclose, in its quarterly reports on Form 10-Q and in its annual report on Form 10-K and, if reasonably requested by the Agents, in supplements to the Prospectus (each, an “ Interim Prospectus Supplement ”) to be filed by the Company with the Commission from time to time, the aggregate number of the Shares sold through the Agents under this Agreement, any Terms Agreement and any Confirmation, and the gross proceeds to the Company or a Forward Purchaser from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter or, in the case of any such prospectus supplement, such shorter period as the Agents may reasonably request or, in the case of an Annual Report on Form 10-K, during the fourth quarter of such fiscal year.

 The requirements (i) to provide the officer’s certificate, opinions and letters of counsel and accountants’ letter specified in Section 6(b) through 6(d) hereof, (ii) to reasonably cooperate with any reasonable due diligence review specified in Section 6(f) hereof, and (iii) to provide the representations and warranties contemplated under Section 3(vi) hereof shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Transaction Proposal or offers to enter into a Terms Agreement
 15

 hereunder (which for such calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date.

 All opinions, letters and other documents referred to in Sections 6(b) through (d) hereof shall be reasonably satisfactory in form and substance to the Agents and, if applicable, the Forward Purchasers. The Agents and, if applicable, the Forward Purchasers will provide the Company with such notice (which may be oral, and in such case, will be confirmed via email as soon as reasonably practicable thereafter) as is reasonably practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d) hereof.

 7.     Conditions of the Agents’ Obligation . The Agents’ obligation to solicit purchases on an agency basis for the Shares or otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement or to sell any Shares as contemplated by a Confirmation shall be subject to the satisfaction of the following conditions:

 (a)    At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Purchase Date(s) and at the relevant Time of Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date, or with respect to a Forward Transaction pursuant to a Confirmation, at the time of execution and delivery of the Confirmation by the Company and at the relevant Time of Sale and Forward Settlement Date:

 (i)    The representations, warranties and agreements on the part of the Company herein contained or contained in any certificate of an officer or officers of the Company delivered pursuant to the provisions hereof shall be true and correct.

 (ii)    The Company shall have performed and observed its covenants and other obligations hereunder and/or under any Terms Agreement or Confirmation, as the case may be, in all material respects.

 (iii)    In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, or, in the case of a Forward Transaction pursuant to a Confirmation, from the time of execution and delivery of the Confirmation by the Company until the Hedge Completion Date specified pursuant to such Confirmation, trading in the Common Stock (including, without limitation, the Shares) shall not have been suspended by the Commission, the Exchange or the Financial Industry Regulatory Authority, Inc. The Shares shall have been approved (subject only to notice of issuance) for listing or quotation on and shall not have been delisted from the Exchange. There shall not have occurred (and be continuing in the case of occurrences under clause (i) and (iii) below) any of the following: (i) trading in securities on the Exchange shall have been generally suspended or there shall have been a material disruption in settlement in securities generally, (ii) minimum or maximum ranges for prices shall have been generally established on the Exchange by the Commission or by the Exchange, (iii) a general banking moratorium shall have been declared by federal or New York State authorities, or (iv) there shall have occurred any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity, crisis or emergency (including, without limitation, acts of terrorism) affecting the United States, in any such case provided for in clauses (i) through (iv) with the result that, in the judgment of the Agents, the offering, sale or delivery of the Shares on the terms and in the manner contemplated by this Agreement and the Prospectus shall have been materially impaired.

 (iv)    Since the most recent date as of which information is given in the Registration Statement and the General Disclosure Package, there has not been any Material Adverse Change.
 16

 (b)    Within one Exchange Business Day after the applicable Bring-Down Delivery Date (and subject to the waiver provisions contained in the second paragraph of Section 6(g)) or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, the Agents and, if applicable, the Forward Purchasers, shall have received the officer’s certificate, opinions and negative assurance letters of counsel and “comfort” letters and other documents provided for under Sections 6(b) through (d) hereof, inclusive. For purposes of clarity and without limitation to any other provision of this Section 7 hereof or elsewhere in this Agreement, the parties hereto agree that the Agents’ obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the Agents, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agents shall have received the documents described in the preceding sentence.

 8.     Termination .

 (a)    (i)    The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the Agents and the Forward Purchasers. Any such termination shall be without liability of any party to any other party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of the applicable Agent and/or Forward Purchaser, shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4(i), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination.

 (ii)    In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the applicable Agent.

 (b)    (i)    Each Agent and each Forward Purchaser may terminate this Agreement with respect to itself in its sole discretion at any time upon giving prior written notice to the Company; provided, however , that this Agreement will remain in full force and effect with respect to the Agents and the Forward Purchasers that have not so terminated the Agreement with respect to themselves. Any such termination shall be without liability of any party to any other party, except that the provisions of Sections 3, 4(i), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination.

 (ii)    In the case of any purchase by an Agent pursuant to a Terms Agreement, the obligations of such Agent pursuant to such Terms Agreement shall be subject to termination by such Agent at any time prior to or at the Principal Settlement Date if since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, there shall have occurred (and be continuing in the case of occurrences under clause (A) and (C) below) any of the following: (A) trading in securities on the Exchange shall have been generally suspended or there shall have been a material disruption in settlement in securities generally, (B) minimum or maximum ranges for prices shall have been generally established on the Exchange by the Commission or by the Exchange, (C) a general banking moratorium shall have been declared by federal or New York State authorities, or (D) there shall have occurred any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity, crisis or emergency (including, without limitation, acts of terrorism) affecting the United States, in any such case provided for in clauses (A) through (D) with the result that, in the judgment of such Agent, the offering, sale or delivery of the Shares on the terms and in the manner contemplated by this Agreement and the Prospectus shall have been materially impaired. If such Agent elects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing.

 (c)    This Agreement shall remain in full force and effect until the earliest of (A) termination of the Agreement pursuant to Section 8(a) or 8(b) hereof or otherwise by mutual written agreement of the parties and (B) such date that the Maximum Number of Shares has been sold in accordance with the terms of this Agreement, any Terms Agreement and any Confirmation, in each case except that the provisions of Section 3, 4(i), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination.

 (d)    Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agents, the Forward Purchasers or the Company, as the case may
 17

 be, or such later date as may be required pursuant to Section 8(a) or (b) hereof. If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section 2 hereof.

 (e)    No termination of this Agreement shall affect any Confirmation that has been entered into prior to such termination.

 9.     Indemnification .

 (a)    The Company agrees to indemnify and hold harmless each of the Agents and the Forward Purchasers and each person, if any, who controls any such Agent or any such Forward Purchaser within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise, and to reimburse any such Agent and such Forward Purchaser and such controlling person or persons, if any, for any legal or other expenses incurred by them in connection with defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, in the Prospectus, in the Prospectus Supplement (including any Interim Prospectus Supplement), in any Free Writing Prospectus that the Company has filed or is required to file pursuant to Rule 433(a) under the Act, or any amendment or supplement to any thereof, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission which was made in such Registration Statement, in the Prospectus, in the Prospectus Supplement (including any Interim Prospectus Supplement), in any Free Writing Prospectus that the Company has filed or is required to file pursuant to Rule 433(a) under the Act, or any amendment or supplement to any thereof, in reliance upon and in conformity with information furnished in writing to the Company by the Agents or the Forward Purchasers for use therein. Each of the Agents and the Forward Purchasers agree to promptly notify the Company in writing of the commencement of any action in respect of which indemnity may be sought by them, or by any person controlling them, from the Company on account of its agreement contained in this Section 9(a), but the omission of such Agent or Forward Purchaser so to notify the Company of any such action shall not release the Company from any liability which it may have to such Agent and Forward Purchaser or to such controlling person under this Section 9(a) except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Company shall not relieve it from any liability which it may have to the Agents and the Forward Purchasers or to such controlling persons otherwise than on account of the indemnity agreement contained in this Section 9(a). In case any such action shall be brought against an Agent or Forward Purchaser or any such person controlling them and such Agent or Forward Purchaser shall notify the Company of the commencement thereof as above provided, the Company shall be entitled to participate in (and, to the extent that it shall wish, including the selection of counsel reasonably satisfactory to the Agents and the Forward Purchasers, to direct) the defense thereof, at its own expense. In case the Company elects to direct such defense and select such counsel, any Agent or Forward Purchaser or controlling person shall have the right to employ its own counsel, but, in any such case, the fees and expenses of such counsel shall be at the expense of such Agent or Forward Purchaser or such controlling person unless (i) the employment of such counsel has been authorized in writing by the Company in connection with defending such action, (ii) the Agents or the Forward Purchasers or such controlling person reasonably conclude that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest with the Company, (iii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party, or (iv) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Company, it being understood, however, that the Company shall not, in connection with any one such claim or action or separate but substantially similar or related claims or actions arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time or for fees and expenses that are not reasonable. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include any statement as to, or an admission of, fault, culpability or a failure to act, by or on
 18

 behalf of any indemnified party. In no event shall any indemnifying party have any liability or responsibility in respect of the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim effected without its prior written consent.

 (b)    Each Agent and Forward Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and such of its officers who have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act to the same extent and upon the same terms as the indemnity agreement of the Company set forth in Section 9(a) hereof, but only with respect to alleged untrue statements or omissions made in the Registration Statement, or in the Prospectus, or in the Prospectus Supplement (including in any Interim Prospectus Supplement), or in any Free Writing Prospectus that the Company has filed or is required to file pursuant to Rule 433(a) under the Act, or any amendment or supplement to any thereof, or such documents as amended or supplemented, in reliance upon and in conformity with information furnished in writing to the Company by the Agents or Forward Purchasers for use therein.

 The agreements contained in this Section 9 hereof shall remain in full force and effect regardless of any investigation made by or on behalf of any person and shall survive the delivery of and payment for the Shares hereunder.

 10.     Notices . All notices and other communications under this Agreement, any Terms Agreement or any Confirmation shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the respective party, shall be sufficient in all respects if delivered or sent to:

 (a)          Barclays Capital Inc.
745 Seventh Avenue
 New York, New York 10019
 Attention: Syndicate Registration
 Facsimile: (646) 834-8133
 (b)          Barclays Bank PLC
745 Seventh Avenue
 New York, New York 10019
 Attention: Kevin Cheng
Facsimile: (732) 667-9766
 Email: kevin.cheng@barclays.com
 (c)          BMO Capital Markets Corp.
Equity-Linked Capital Markets
151 W 42nd Street, 32nd Floor
New York, New York 10036
Attention: Brian Riley
Telephone: (212) 605-1414
 Facsimile: (212) 885-4165

 With a copy to:
 Legal Department
 151 W 42nd Street, 32nd Floor
New York, New York 10036

 (d)          Bank of Montreal
 55 Bloor Street West, 18th Floor
Toronto, Ontario M4W 1A5, Canada
 Attention: Manager, Derivatives Operations
Facsimile: (416) 552-7904
 Telephone: (416) 552-4177
 19

 With a Copy to:
 Bank of Montreal
 100 King Street West, 20th Floor
Toronto, Ontario M5X 1A1, Canada
 Attention: Associate General Counsel & Managing Director, Derivatives Legal Group
Facsimile: (416) 956-2318

 (e)          BofA Securities, Inc.
One Bryant Park
 New York, New York 10036
Attention: ATM Execution
 Email: dg.atm_execution@bofa.com

 (f)          Bank of America, N.A.
One Bryant Park
 New York, New York 10036
c/o BofA Securities, Inc.
 One Bryant Park, 8th Floor
New York, New York 10036
 Attention: Strategic Equity Solutions Group
Email: dg.issuer_derivatives_notices@bofa.com Telephone: (646) 855-8770
 (g)          BTIG, LLC
 65 East 55th Street
 New York, New York 10022
Attention: Equity Capital Markets
 Email: BTIGUSATMTrading@btig.com

 with a copy (which shall not constitute notice) to:
 BTIG, LLC
 350 Bush Street
 San Francisco, California 94104
 Attention: General Counsel and Chief Compliance Officer
Email: BTIGcompliance@btig.com and IBLegal@btig.com

 (h)         Nomura Securities International, Inc.
309 West 49th Street
 New York, New York 10019
Attention: Structured Equity Solutions
Email: atmexecution@nomura.com
 with a copy (which shall not constitute notice) to:
 Nomura Securities International, Inc.
309 West 49th Street
 New York, New York 10019
Attention: Equities Legal
 Email: nyequitieslegal@nomura.com

 and to:
 BTIG, LLC as agent of the Forward Seller, at the notice addresses provided for BTIG, LLC herein

 (i)          Nomura Global Financial Products, Inc.
309 West 49th Street
 New York, New York 10019
Attention: Structured Equity Solutions
 20

 Email: cedamericas@nomura.com
 with a copy (which shall not constitute notice) to:
 Nomura Global Financial Products, Inc.
309 West 49th Street
 New York, New York 10019
Attention: Equities Legal
 Email: nyequitieslegal@nomura.com
 and to:
 BTIG, LLC, at the notice addresses provided for BTIG, LLC herein

 (j)          Citigroup Global Markets Inc.
388 Greenwich Street
 New York, New York 10013
Attention: General Counsel
Facsimile: (646) 291-1469
 with a copy to matthew.t.morris@citi.com

 (k)         Citibank, N.A.
 390 Greenwich Street
 New York, New York 10013
 Attention: Eric Natelson, Managing Director
Email: eric.natelson@citi.com
 Telephone: (212) 723-7310
with a copy to
 Theodore.Finkelstein@citi.com, Bianca.Gotuaco@citi.com,
eq.us.corporates.middle.office@citi.com; eq.us.ses.nortifications@citi.com

 (l)          Goldman Sachs & Co. LLC
200 West Street
 New York, New York 10282
Attention: Registration Department
Telephone: (866) 471-2526
 Email: registration-syndops@ny.email.gs.com

 (m)        Goldman Sachs & Co. LLC
200 West Street
 New York, New York 10282
Attention: Registration Department
Telephone: (866) 471-2526
 Email: registration-syndops@ny.email.gs.com

 (n)          Jefferies LLC
 520 Madison Avenue
 New York, New York 10022
Attention: General Counsel

 (o)         J.P. Morgan Securities LLC
270 Park Avenue
 New York, New York 10017
Facsimile: (212) 622-8783
Attention: Sanjeet Dewal
Facsimile: (212) 622-8783
 Email: sanjeet.s.dewal@jpmorgan.com
 21

 (p)             JPMorgan Chase Bank, N.A.
270 Park Avenue
 New York, New York 10017
EDG Marketing Support
 Email: edg_notices@jpmorgan.com, edg_ny_corporate_sales_support@jpmorgan.com
With a copy to:
 Attention: Sanjeet Dewal
 Email: sanjeet.s.dewal@jpmorgan.com
 (q)         Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
 Attention: Equity Capital Markets Desk
Email: US-ECM@mizuhogroup.com
 (r)         Mizuho Markets Americas LLC
1271 Avenue of the Americas
New York, New York 10020
with a copy to
 Legal Department, Email: swapslegal@mizuhogroup.com
 (s)         Morgan Stanley & Co. LLC
1585 Broadway, 6 th Floor
New York, New York 10036
 Attention: Joel Carter, Scott Finz
with a copy to the Legal Department
 (t)         Morgan Stanley & Co. LLC
1585 Broadway, 6 th Floor
New York, New York 10036
 Attention: Joel Carter; Scott Finz
 Email: equitysolutions_notices@morganstanley.com; Anthony.Cicia@morganstanley.com;
 Eric.D.Wang@morganstanley.com

 (u)         MUFG Securities Americas Inc.
 1221 Avenue of the Americas, 6th Floor
New York, New York 10020
 Attention: Capital Markets
Facsimile: (646) 434-3455
 Email: FLOEStransactions@us.sc.mufg.jp; ECM@us.sc.mufg.jp

 (v)         MUFG Securities EMEA plc
Ropemaker Place, 25 Ropemaker Street
London, EC2Y 9AJ
 Attention: Derivative Confirmations
Facsimile: +44 (0) 20 7577 2898/1875
 Email: docsconfirms@int.sc.mufg.jp
with a copy to: ECM@us.sc.mufg.jp
 (w)         RBC Capital Markets,
LLC Brookfield Place
 200 Vesey Street
 New York, New York 10281
United States of America
Telephone: (212) 905-5846
 22

 Email: tj.opladen@rbccm.com
Attention: TJ Opladen
 (x)         Royal Bank of Canada
Brookfield Place
 200 Vesey Street, 8th Floor
New York, New York 10281
Telephone: (212) 905-5846
Email: tj.opladen@rbccm.com
Attention: TJ Opladen

 (y)         Santander US Capital Markets LLC
437 Madison Avenue
 New York, New York 10022
Attention: Craig Wiele
 Email: Craig.wiele@santander.us, corporatetrading@santander.us,
 StrategicEquityUS@Santander.us
 (z)         Banco Santander, S.A.
 Ciudad Grupo Santander Edificio Dehesa
Planta 1, Avda. Cantabria, s/n, 28660
Boadilla del Monte Madrid, Spain
Attention: Craig Wiele
 Email: Craig.wiele@santander.us, corporatetrading@santander.us,
 StrategicEquityUS@Santander.us

 (aa)         Scotia Capital (USA) Inc.
250 Vesey Street, 24 th Floor
New York, New York 10281
 Attention: Equity Capital Markets
Copies to: Chief Legal Officer, U.S.
Facsimile: (212) 225-6563
 Email: us.ecm@scotiabank.com; us.legal@scotiabank.com
 (bb)       The Bank of Nova Scotia
44 King Street West Central Mail Room
 Toronto, Ontario, Canada M5H 1H1
c/o Scotia Capital (USA) Inc.
 250 Vesey Street, 24th Floor
New York, New York 10281
Attention: Equity Capital Markets
 Copies to: Chief Legal Officer, U.S.
Facsimile: (212) 225-6563
 Emails: us.ecm@scotiabank.com, us.legal@scotiabank.com
 (cc)        Truist Securities, Inc.
 50 Hudson Yards, 70th Floor
New York, New York 10001
 Attention: Equity Syndicate Department
dl.atm.offering@truist.com

 (dd)        Truist Bank
 50 Hudson Yards, 70th Floor
New York, New York 10001
 Attention: Equity Syndicate Department
 23

 Email: dl.atm.offering@truist.com
 with a copy to rakesh.mangat@truist.com

 (ee)         Wells Fargo Securities,
LLC 500 West 33rd Street
 New York, New York 10001
Attention: Special Equities Group
 Email: WellsFargoSpecialEquitiesTrading@wellsfargo.com
 (ff)         Wells Fargo Bank, National Association
500 West 33rd Street
 New York, New York 10001
 Attention: Special Equities Group and Corporate Equity Derivatives
Email: WellsFargoSpecialEquitiesTrading@wellsfargo.com,
CorporateDerivativeNotifications@wellsfargo.com
 With a copy to:
 Hunton Andrews Kurth LLP
200 Park Avenue
 New York, New York 10166
Attention: Peter K. O’Brien
Email: pobrien@hunton.com

 (gg)       The Southern Company
 30 Ivan Allen Jr. Blvd., NW
Atlanta, Georgia 30308
Attention: Corporate Secretary

 With a copy to:

 Southern Company Services, Inc.
30 Ivan Allen Jr. Blvd., NW
Atlanta, Georgia 30308
Attention: J. Seth Blocker
 Troutman Pepper Locke LLP
 600 Peachtree Street NE, Suite 300
 Atlanta, Georgia 30308
Attention: Eric A. Koontz
 Email: eric.koontz@troutman.com

 Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the applicable Agent by telephone or email to:

 (i)         Barclays Capital Inc.
Robert Stowe
 Facsimile: (212) 526-3660
 Email: Robert.stowe@barclays.com

 (ii)         BMO Capital Markets Corp.
Attention: Brian Riley
Telephone: (212) 605-1414
 Facsimile: (212) 885-4165

 (iii)         BofA Securities, Inc.
 24

 ATM Execution; ECM Legal
 Email: dg.atm_execution@bofa.com
Facsimile: (212) 230-8730

 (iv)         BTIG, LLC
 Email: BTIGUSATMTrading@btig.com, BTIGcompliance@btig.com and ctaylor@btig.com

 (v)         Citigroup Global Markets Inc.
General Counsel
 Facsimile: (646) 291-1469
Email: setg.origination@citi.com

 (vi)         Goldman Sachs & Co. LLC
Registration Department
Telephone: (866) 471-2526
 Email: registration-syndops@ny.email.gs.com

 (vii)         Jefferies LLC
 Strategic Equity Transactions Group
Telephone: (212) 708-2734

 (viii)         J.P. Morgan Securities LLC
Sanjeet Dewal
 Telephone: (212) 622-8783
 Email: sanjeet.s.dewal@jpmorgan.com

 (ix)         Mizuho Securities USA LLC
Equity Capital Markets Desk
 Email: US-ECM@mizuhogroup.com

 (x)         Morgan Stanley & Co. LLC
 Equity Syndicate Desk; Legal Department
 Email: equitysolutions_notices@morganstanley.com; Anthony.Cicia@morganstanley.com;
 Eric.D.Wang@morganstanley.com

 (xi)         MUFG Securities Americas Inc.
Capital Markets
 Facsimile: (646) 434-3455
 Email: FLOEStransactions@us.sc.mufg.jp; ECM@us.sc.mufg.jp

 (xii)         Nomura Securities International, Inc.
309 West 49th Street
 New York, New York 10019
Attention: Structured Equity Solutions
Email: cedamericas@nomura.com

 (xiii)         Nomura Global Financial Products, Inc.
309 West 49th Street
 New York, New York 10019
Attention: Structured Equity Solutions
Email: cedamericas@nomura.com

 (xiv)         RBC Capital Markets, LLC
ECM
 Email: RBCECMCorporateEquityLinkedDocumentation@rbc.com
 25

 (xv)         Santander US Capital Markets LLC
Craig Wiele
 Craig.wiele@santander.us, corporatetrading@santander.us, StrategicEquityUS@Santander.us;

 (xvi)         Scotia Capital (USA) Inc.
Chief Legal Officer, U.S.
Telephone: (212) 225-6850
 Email: us.ecm@scotiabank.com; us.legal@scotiabank.com

 (xvii)         Truist Securities, Inc.
 Equity Syndicate Department
Email: dl.atm.offering@truist.com

 (xviii)         Wells Fargo Securities, LLC
 Email ECMOriginationPower@wellsfargo.com,
WellsFargoSpecialEquitiesTrading@wellsfargo.com
 11.     No Fiduciary Relationship . The Company, each Agent and each Forward Purchaser acknowledge and agree that in connection with all aspects of each transaction contemplated by this Agreement, the Company, such Agent and such Forward Purchaser have an arm’s-length business relationship that creates no fiduciary duty on the part of any party and each expressly disclaims any fiduciary or financial advisory relationship.

 12.     Adjustments for Stock Splits . The parties acknowledge and agree that share-related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be equitably adjusted to reflect stock splits, stock dividends, reverse stock splits, combinations and similar events.

 13.     Governing Law; Construction .

 (a)    This Agreement and any Terms Agreement, and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement or any Terms Agreement (each, a “ Claim ”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York.

 (b)    The Section headings in this Agreement and any Terms Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement or any Terms Agreement.

 14.     Persons Entitled to Benefit of Agreement . This Agreement, any Terms Agreement and any Confirmation shall inure to the benefit of and be binding upon the parties hereto and thereto, respectively, and their respective successors and the officers, directors and controlling persons referred to in Section 9 hereof. Nothing in this Agreement, any Terms Agreement or any Confirmation is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or Confirmation or any provision contained herein or therein. No purchaser of Shares from or through an Agent shall be deemed to be a successor merely by reason of purchase.

 15.     Counterparts . This Agreement, any Terms Agreement and any Confirmation may be executed by any one or more of the parties hereto in any number of counterparts by manual, facsimile or electronic signature, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. The words “execution,” “signed,” “delivery” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement, any Terms Agreement and any Confirmation shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
 26

 16.     Survival . The respective indemnities, representations, warranties and agreements of the Company, the Agents and the Forward Purchasers contained in this Agreement or any Terms Agreement or made by or on behalf of the Company, the Agents or the Forward Purchasers pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company, the Agents or the Forward Purchasers.

 17.     Certain Defined Terms . For purposes of this Agreement, except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under Act; the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and the term “subsidiary” has the meaning set forth in Rule 405 under the Act.

 18.     Amendments or Waivers . No amendment or waiver of any provision of this Agreement, any Terms Agreement or any Confirmation, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto or thereto, as the case may be.

 19.     Headings . The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

 20.     Recognition of U.S. Special Resolutions Regimes . In the event that any Agent or Forward Purchaser that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Agent or Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the
 U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Agent or Forward Purchaser that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Agent or Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised against such Agent or Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 21.     Prior Distribution Agreement . By execution of this Agreement, all of the parties to the Distribution Agreement, dated as of May 3, 2024 (the “ Prior Distribution Agreement ”) among the Company and Barclays Capital Inc., Barclays Bank PLC, BofA Securities, Inc., Bank of America, N.A., Citigroup Global Markets Inc., Citibank, N.A., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, JPMorgan Chase Bank, N.A., Mizuho Securities USA LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., MUFG Securities EMEA plc, RBC Capital Markets, LLC, Royal Bank of Canada, Scotia Capital (USA) Inc., The Bank of Nova Scotia, Truist Securities, Inc., Truist Bank, Wells Fargo Securities, LLC and Wells Fargo Bank, National Association hereby agree that the Prior Distribution Agreement shall terminate; provided that such termination shall not affect any Confirmation (as defined in the Prior Distribution Agreement) that was in effect immediately prior to the execution of this Agreement, it being understood and agreed that any such Confirmation shall remain in full force and effect.

 [Signature Page Follows]
 27

 If the foregoing correctly sets forth the understanding among the Company, the Agents and the Forward Purchasers, please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company, the Agents and the Forward Purchasers.

 Very truly yours,

 THE SOUTHERN COMPANY

 By: _ /s/ Jon P. Haygood ______________
 Name: Jon P. Haygood
 Title: Assistant Treasurer

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the date first above written:

 BARCLAYS CAPITAL INC.

 By: _ /s/ Gabrielle LeBlanc ________
 Name: Gabrielle LeBlanc
 Title: Director

 As Agent

 BARCLAYS BANK PLC

 By: _ /s/ Kevin Cheng ____________
 Name: Kevin Cheng
 Title: Managing Director

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 BMO CAPITAL MARKETS CORP.

 By: _ /s/ Brad Pavelka ____________
 Name: Brad Pavelka
 Title: Managing Director

 As Agent

 BANK OF MONTREAL

 By: _ /s/ Brian Riley ______________
 Name: Brian Riley
 Title: Managing Director

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 BOFA SECURITIES, INC.

 By: _ /s/ John Lau ________________
 Name: John Lau
 Title: Managing Director

 As Agent

 BANK OF AMERICA, N.A.

 By: _ /s/ Eric Coughlin ___________
 Name: Eric Coughlin
 Title: Managing Director

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 BTIG, LLC

 By: _ /s/ Michael Passaro __________
 Name: Michael Passaro
 Title: Managing Director

 As Agent

 NOMURA SEUCRITIES INTERNATIONAL, INC.

 By: _ /s/ Jeffrey Petillo ___________
 Name: Jeffrey Petillo
 Title: Authorized Representative

 As Forward Seller (acting through BTIG, LLC as its agent)

 NOMURA GLOBAL FINANCIAL PRODUCTS, INC.

 By: _ /s/ Jeffrey Petillo ____________
 Name: Jeffrey Petillo
 Title: Authorized Representative

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 CITIGROUP GLOBAL MARKETS INC.

 By: _ /s/ Ashwani Khubani ________
 Name: Ashwani Khubani
 Title: Authorized Signatory

 As Agent

 CITIBANK, N.A.

 By: _ /s/ Eric Natelson ___________
 Name: Eric Natelson
 Title: Authorized Signatory

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 GOLDMAN SACHS & CO. LLC

 By: _ /s/ Jan Debeuckelaer ________
 Name: Jan Debeuckelaer
 Title: Managing Director

 As Agent

 GOLDMAN SACHS & CO. LLC

 By: _ /s/ Jan Debeuckelaer ________
 Name: Jan Debeuckelaer
 Title: Managing Director

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the date first above written:

 JEFFERIES LLC

 By: _ /s/ George O’Leary ___________
 Name: George O’Leary
 Title: Managing Director

 As Agent

 JEFFERIES LLC

 By: _ /s/ George O’Leary ___________
 Name: George O’Leary
 Title: Managing Director

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 J.P. MORGAN SECURITIES LLC

 By: _ /s/ Preston Ryman ___________
 Name: Preston Ryman
 Title: Vice President

 As Agent

 JPMORGAN CHASE BANK, N.A.

 By: _ /s/ Preston Ryman ___________
 Name: Preston Ryman
 Title: Vice President

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 MIZUHO SECURITIES USA LLC

 By: _ /s/ James Watts _____________
 Name: James Watts
 Title: Managing Director

 As Agent

 MIZUHO MARKETS AMERICAS LLC

 By: _ /s/ Matthew Chiavaroli _______
 Name: Matthew Chiavaroli
 Title: Managing Director

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 MORGAN STANLEY & CO. LLC

 By: _ /s/ Daniel J. F. McCullough ___
 Name: Daniel J. F. McCullough
 Title: Executive Director

 As Agent

 MORGAN STANLEY & CO. LLC

 By: _ /s/ Ellen Weinstein __________
 Name: Ellen Weinstein
 Title: Managing Director

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 MUFG SECURITIES AMERICAS INC.

 By: _ /s/ Geoffrey Paul ____________
 Name: Geoffrey Paul
 Title: Managing Director

 As Agent

 MUFG SECURITIES EMEA PLC

 By: _ /s/ Catherine Lucas __________
 Name: Catherine Lucas
 Title: Authorised Signatory

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 RBC CAPITAL MARKETS, LLC

 By: _ /s/ Patrick Hamer ___________
 Name: Patrick Hamer
 Title: Managing Director

 As Agent

 ROYAL BANK OF CANADA

 By: _ /s/ Chris Amery ____________
 Name: Chris Amery
 Title: Managing Director, Global Head of CED

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 SANTANDER US CAPITAL MARKETS, LLC

 By: _ /s/ Craig Wiele _____________
 Name: Craig Wiele
 Title: Managing Director

 By: _ /s/ Robert Torres ____________
 Name: Robert Torres
 Title: Executive Director

 As Agent

 BANCO SANTANDER, S.A.

 By: _ /s/ Steven Winnert ___________
 Name: Steven Winnert
 Title: Authorized Signatory

 By: _ /s/ William Brett ____________
 Name: William Brett
 Title: Authorized Signatory

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 SCOTIA CAPITAL (USA) INC.

 By: _ /s/ Tim Mann ______________
 Name: Tim Mann
 Title: Managing Director

 As Agent

 THE BANK OF NOVA SCOTIA

 By: _ /s/ Tim Mann _____________
 Name: Tim Mann
 Title: Managing Director

 As Forward Purchaser, solely as the recipient and/or beneficiary of
 certain representations, warranties, covenants and indemnities set forth
 in this Agreement

 [Signature Page to The Southern Company Distribution Agreement]

 Accepted and agreed to as of the
 date first above written:

 TRUIST SECURITIES, INC.

 By: _ /s/ Keith Carpenter __________
 Name: Keith Carpenter
 Title: Managin…

EX-5.1 · ex5-1so2026atmtroutmanex5o.htm

EX-5.1
 3
 ex5-1so2026atmtroutmanex5o.htm
 EX-5.1

 Exhibit 5.1
 [Letterhead of Troutman Pepper Locke LLP]

 June 8, 2026

 The Southern Company
 30 Ivan Allen Jr. Blvd., N.W.
 Atlanta, Georgia 30308

 Re:   Registration Statement on Form S-3

 Ladies and Gentlemen:

 We have acted as counsel to The Southern Company, a Delaware corporation (the "Company") , in connection with the Registration Statement on Form S-3 (Registration Statement No. 333-296531) filed with the Securities and Exchange Commission (the "Commission") on June 5, 2026 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration pursuant to the provisions of the Securities Act of 50,000,000 shares (the " Shares " ) of the Company's common stock, par value $0.01 per share, for issuance pursuant to (i) the Distribution Agreement dated as of June 8, 2026 (the "Agreement"), among the Company and each of Barclays Capital Inc. , BMO Capital Markets Corp., BofA Securities, Inc . , BTIG, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J . P . Morgan Securities LLC , Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Nomura Securities International, Inc. (acting through BTIG , LLC as agent) , RBC Capital Markets, LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as agents and/or principals (each, an "Agent" and , collectively, the "Agents"), and Barclays Bank PLC, Bank of Montreal, Bank of America , N . A . , Citibank, N . A., Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, N.A. , Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA pie, Nomura Global Financial Products , Inc . , Royal Bank of Canada , Banco Santander , S . A. , The Bank of Nova Scotia, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (collectively, the "Forward Purchasers"), (ii) separate letter agreements in the form attached as Exhibit B- to the Agreement that may from time to time be entered into with any of the Forward Purchasers (each, an " Initially-Priced Forward Confirmation " ) , and (iii) separate lette agreements in the form attached as Exhibit B-2 to the Agreement that may from time to time be entered into with any of the Forward Purchasers ( each a "Collared Forward Confirmation' and, together with the Initially-Priced Forward Confirmations, the "Confirmations " ).

 In rendering this opinion, we have examined the Registration Statement, the Agreement, the form of Initially-Priced Forward Confirmation included as Exhibit B-1 to the Agreement, the form of Collared Forward Confirmation included as Exhibit B-2 to the Agreement and copies of the Company's Restated Certificate of Incorporation and Amended and Restated By-Laws, each as certified to us by an officer of the Company. We also have reviewed minutes of proceedings of the Board of Directors of the Company relating to the issuance and sale of the Shares and such other documents as we have deemed necessary for purposes of this opinion. In such examinations, we have assumed the genuineness of all

 June 8, 2026
 Page 2

 signatures on all original documents, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all copies submitted to us, the authenticity of the originals of documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof.

 Based upon the foregoing examination , we are of the opinion that, subject to compliance with the pertinent provisions of the Securities Act and to compliance with such securities or "Blue Sky" laws of any jurisdiction as may be applicable, when the Shares have been issued in accordance with the terms of the Agreement and any applicable Confirmation, the Shares will be duly and validly issued, fully paid and non-assessable.

 In expressing the opinions set forth above , we are not passing on the laws of any jurisdiction other than the General Corporation Law of the State of Delaware and the federal law of the United States of America.

 We hereby consent to the filing of this opin i on as an exhibit to the Registration Statement and to the statement with respect to our firm under the caption "Legal Matters" in the prospectus forming part of the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder .

 This opinion may not be relied upon, furnished or quoted by you for any other purpose, without our prior written consent.

                                                                                  Very truly yours,

                                                                                  /s/ Troutman Pepper Locke LLP