Planet Labs PBC

EX-1.1 · ef20075554_ex1-1.htm

EX-1.1
 2
 ef20075554_ex1-1.htm
 EXHIBIT 1.1

 Exhibit 1.1

 PLANET LABS PBC

 Class A Common Stock ($0.0001 par value)

 Having an Aggregate Offering Price of up to

 $1,500,000,000

  

 Equity Distribution Agreement

  

 June 5, 2026

  

 Goldman Sachs & Co. LLC

 200 West Street

 New York, New York 10282

  

 Goldman Sachs Bank USA

 200 West Street

 New York, New York 10282

 Goldman Sachs & Co. LLC

 200 West Street

 New York, New York 10282

  
  
  
  

 Morgan Stanley & Co. LLC

 1585 Broadway

 New York, New York 10036

  

 Citibank, N.A.

 388 Greenwich Street

 New York, NY 10013

 Citigroup Global Markets Inc.

 388 Greenwich Street

 New York, NY 10013

  
  
  
  

 Barclays Capital Inc.

 745 Seventh Avenue

 New York, New York 10019

  
  
  

  
  
  
  

 Citigroup Global Markets Inc.

 388 Greenwich Street

 New York, NY 10013

  
  
  

  
  
  
  

 Deutsche Bank Securities Inc.

 1 Columbus Circle

 New York, New York 10019

  
  
  

  
  
  
  

 BofA Securities, Inc.

 One Bryant Park

 New York, New York 10036

  
  
  

  
  
  
  

 Cantor Fitzgerald & Co.

 110 East 59th Street, 6th floor

 New York, New York 10022

  
  
  

  
  
  
  

 Citizens JMP Securities, LLC

 28 State Street

 Boston, Massachusetts 02109

  
  
  

  
  
  
  

 Craig-Hallum Capital Group LLC

 323 N. Washington Ave., Suite 300

 Minneapolis, Minnesota 55401

  
  
  

 Needham & Company, LLC

 250 Park Avenue, 10th Floor

 New York, NY 10177

  
  
  

  
  
  
  

 Northland Securities, Inc.

 150 South Fifth Street, Suite 3300

 Minneapolis, Minnesota 55402

  
  
  

  
  
  
  

 Wedbush Securities Inc.

 225 S. Lake Ave., Penthouse

 Pasadena, CA 91101

  
  
  

  
  
  
  

 Clear Street LLC

 4 World Trade Center

 New York, New York 10006

  
  
  

  
  
  
  

 JonesTrading Institutional Services, LLC

 325 Hudson Street, 6th floor

 New York, New York 10013

  
  
  

  
  
  
  

 As Managers

  

 As Forward Purchasers

 As Forward Sellers

 Ladies and Gentlemen:

  

 Planet Labs PBC, a Delaware public benefit corporation (the “ Company ”),
 confirms its agreement (this “ Agreement ”) with Goldman Sachs & Co. LLC (“ Goldman ”), Morgan Stanley
 & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc. (“ Citigroup ”), Deutsche Bank Securities Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Citizens
 JMP Securities, LLC, Craig-Hallum Capital Group LLC, Needham & Company, LLC, Northland Securities, Inc., Wedbush Securities Inc., Clear Street LLC and JonesTrading Institutional Services, LLC (each, a “ Manager ”, and collectively, the “ Managers ”), Goldman Sachs Bank USA and Citibank, N.A. (each in its capacity as purchaser under any Forward
 Contract, a “ Forward Purchaser ” and collectively, the “ Forward Purchasers ”) and Goldman and Citigroup
 (each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares hereunder, a “ Forward Seller ” and collectively, the “ Forward Sellers ”), as follows:

  

 1.            Description of Shares . The Company may issue and sell through or to the Managers, as sales agents and/or principals, Issuance Shares (as defined below), and the Forward Purchasers
 may offer and sell, through the Forward Sellers, Forward Hedge Shares (as defined below), having an aggregate offering price of up to $1,500,000,000 (the Issuance Shares and Forward Hedge Shares collectively, the “ Shares ”), from time to time during the term of this Agreement and on the terms set forth herein. The shares of Class A common stock, par value $0.0001 per share, of the Company are hereinafter
 referred to as the “ Common Stock ”.  Certain terms used herein are defined in Section 19 hereof.

  

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 2.            Representations and Warranties . The Company represents and warrants to, and agrees with, the Managers, the Forward Purchasers and the Forward Sellers at the Execution Time, and at
 each such time the following representations and warranties are repeated or deemed to be made pursuant to this Agreement, as set forth below.

  

 (a)          Form S-3 . The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed, or will file, with the Commission an automatic shelf
 registration statement on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Shares and other shares of Common Stock. Such Registration Statement, including any amendments thereto filed
 prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made, became effective upon filing on June 5, 2026, and any request on the part of the Commission for additional or supplemental information
 has been complied with. The Company shall file with the Commission the Prospectus Supplement relating to the Shares in accordance with Rule 424(b) promptly after the Execution Time (but in any event in the time period prescribed thereby). As
 filed, the Prospectus will comply in all material respects with the requirements of the Act and the rules thereunder, and, except to the extent the Managers, the Forward Purchasers and the Forward Sellers shall agree in writing to a
 modification, shall be in all substantive respects in the form furnished to the Managers, the Forward Purchasers and the Forward Sellers prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made.
 The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance
 with Rule 172 or any similar rule) in connection with any offer or sale of Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before
 the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by
 reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement, any Interim Prospectus
 Supplement or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus
 Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement,
 any Interim Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or
 omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by the Managers,
 the Forward Purchasers and the Forward Sellers relating to the Managers, the Forward Purchasers and the Forward Sellers expressly for use therein, it being understood and agreed that the only such information furnished by the Managers, the
 Forward Purchasers and the Forward Sellers to the Company consists solely of the information described in Section 7(b) below.

  

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 (b)          Successor Registration Statement . To the extent that the Registration Statement is not available for the sales of the Shares as contemplated by this Agreement, the Company shall
 file a new registration statement with respect to any additional Common Stock necessary to complete such sales of the Shares and shall cause such registration statement to become effective as promptly as practicable. After the effectiveness of
 any such registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of
 Form S-3, and all references to “Base Prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in any such registration statement at the
 time such registration statement became effective.

  

 (c)         No Material Misstatements or Omissions in the Registration Statement . On each Effective Date, at the Execution Time, on each deemed effective date with respect to the Managers,
 the Forward Purchasers and the Forward Sellers pursuant to Rule 430B(f)(2) under the Act, at each Applicable Time (as defined below), on each Settlement Date (as defined below), at each Time of Delivery and at all times during which a
 prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, the Registration Statement complied and will comply in all material
 respects with the applicable requirements of the Act and the rules thereunder and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to
 make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b), at each Applicable Time, on each Settlement Date, at each Time of Delivery and at all times during which a prospectus is required by the Act to
 be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, the Prospectus (together with any supplement thereto) complied and will comply in all material respects
 with the applicable requirements of the Act and the rules thereunder and did not and will not include any untrue statement of a material fact or 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; provided , however , that the
 Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing
 to the Company by the Managers, the Forward Purchasers and the Forward Sellers specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information
 furnished by the Managers, the Forward Purchasers and the Forward Sellers to the Company consists solely of the information described in Section 7(b) below.

  

 (d)          Disclosure Package . At the Execution Time, at each Applicable Time, at each Settlement Date and each Time of Delivery, the Disclosure Package does not contain 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. The preceding sentence does not apply to statements in or
 omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by the Managers, the Forward Purchasers and the Forward Sellers specifically for use therein, it being understood and agreed
 that the only such information furnished by the Managers, the Forward Purchasers and the Forward Sellers to the Company consists solely of the information described in Section 7(b) below.

  

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 (e)          Incorporated Documents . The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus (i) at the time they were or
 hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and (ii) when read together with the other
 information in the Prospectus and the Disclosure Package at any Applicable Time and when read together with the other information in the Prospectus at the date of the Prospectus and at any Settlement Date or Time of Delivery, will not include
 an untrue statement of a material fact or 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.

  

 (f)           Ineligible Issuer . The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act).

  

 (g)          Notice of Other Sales . Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus” (within the
 meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, and from and after the execution of this Agreement, the Company will not, directly or indirectly, offer or sell any
 Shares by means of any “prospectus” (within the meaning of the Act) or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, other than the Prospectus, as amended or supplemented from time to
 time in accordance with the provisions of this Agreement; the Company has not, directly or indirectly, prepared, used or referred to any Issuer Free Writing Prospectus in connection with the offer or sale of the Shares; provided that the foregoing shall not apply to any Issuer Free Writing Prospectus identified in Schedule I hereto or consented to pursuant to Section 4(h) of this Agreement.

  

 (h)          No Stop Orders . The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Act, no stop order suspending the
 effectiveness of the Registration Statement has been issued under the Act, the Company is not the subject of a pending proceeding under Section 8A of the Act in connection with the offering of the Shares, and, to the knowledge of the Company,
 no proceedings for the foregoing purposes are contemplated or threatened by the Commission.

  

 (i)          Regulation M . The Common Stock constitutes 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.

  

 (j)         Sales Agency Agreements . The Company has not entered into any other sales agency agreements or other similar arrangements with any agent or any other representative in respect of
 any at the market offering (within the meaning of Rule 415(a)(4) under the Act) of the Shares.

  

 (k)         Offering Materials . The Company has not distributed and will not distribute, prior to the termination of this Agreement, any offering material in connection with the offering and
 sale of the Shares other than (i) the Prospectus, (ii) any Issuer Free Writing Prospectus reviewed and consented to by the Managers, the Forward Purchasers and the Forward Sellers and identified in Schedule I hereto or (iii) any other written
 communications approved in advance by the Managers, the Forward Purchasers and the Forward Sellers.

  

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 (l)            No Material Adverse Change in Business . Neither the Company nor any of its subsidiaries has, (A) since the date of the latest audited financial statements included in the
 Disclosure Package, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or court or governmental action,
 order or decree (whether domestic or foreign), (ii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business and that is material to the Company and
 its subsidiaries taken as a whole, (iii) entered into any transaction not in the ordinary course of business that is material to the Company and its subsidiaries taken as a whole, and/or (iv) declared or paid any dividend on its capital stock, 
 and (B) since such date, there has not been (i) any change in the capital stock, partnership or limited liability company interests, as applicable, (ii) long-term debt or short-term of the Company or any of its subsidiaries, (iii) issuance, if
 any, of stock upon conversion of Company securities as described in the Prospectus, or (iv) any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of
 operations, stockholders’ equity, properties, management, business or prospects of the Company and its subsidiaries, taken as a whole, in the case of the foregoing clause (B) except as could not, individually or in the aggregate, reasonably be
 expected to have a Material Adverse Effect; as used in this Agreement, “ Material Adverse Effect ” shall mean any material adverse effect on the condition (financial or
 otherwise), results of operations, stockholders’ equity, properties, business or prospects of the Company and its subsidiaries taken as a whole or that prevents the consummation of the transactions contemplated by this Agreement.

  

 (m)         Title to Property . The Company and each of its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all
 personal property owned by them, in each case free and clear of all liens, encumbrances and defects, except as described in the Registration Statement, the Disclosure Package and the Prospectus or as do not materially interfere with the use
 made and proposed to be made of such property by the Company or any of its subsidiaries. All assets held under lease by the Company or any of its subsidiaries are, to the Company’s knowledge,  held by them under valid, subsisting and
 enforceable leases or subleases (subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors
 generally; (ii) the application of general principles of equity; and (iii) applicable law and public policy with respect to rights to indemnity and contribution) with such exceptions as do not materially interfere with the use made and proposed
 to be made of such leased real property by the Company or any of its subsidiaries.

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 (n)         Good Standing . Each of the Company and its subsidiaries has been duly incorporated or organized, is validly existing and in good standing as a corporation, partnership or limited
 liability company, as applicable, under the laws of its respective jurisdiction of incorporation or organization, with the requisite power and authority to enter into and perform its obligations under this Agreement, any Terms Agreement, any
 Master Forward Confirmation and any “Supplemental Confirmation” under a Master Forward Confirmation (collectively, the “ Transaction Documents ”), and is duly qualified to do
 business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so
 qualified or in good standing could not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and its significant subsidiaries has all power and authority necessary to own or hold its
 properties and to conduct the business in which it is engaged, except where any lack of such power or authority could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company does not own or
 control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K. None of the subsidiaries of the Company is a “significant
 subsidiary” (as defined in Rule 1-02(w) of Regulation S-X), other than those listed on Exhibit A hereto.

  

 (o)         Capitalization . The Company has an authorized capitalization as set forth under the heading “Capitalization” in each of the Registration Statement, the Disclosure Package and the
 Prospectus, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, conform to the description thereof contained in the Registration Statement, the Disclosure
 Package and the Prospectus and were issued in compliance with federal and state securities laws. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been
 duly authorized and validly issued, conform to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus and were issued in compliance with federal and state securities laws. All of the issued
 shares of capital stock or other ownership interest of each subsidiary of the Company (other than directors qualifying shares) have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly
 by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  

 (p)         Due Authorization of the Shares . The Shares have been duly and validly authorized when such Shares are issued and delivered against payment therefor as provided herein, will be
 duly and validly issued and fully paid and non‑assessable and will conform to the description of the Common Stock contained in the Registration Statement, the Disclosure Package and the Prospectus.

  

 (q)         No Preemptive or Registration Rights . Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no (i) preemptive rights or other
 rights to subscribe for or to purchase or any restriction upon the voting or transfer of, any equity securities of the Company or any of its subsidiaries or (ii) outstanding options or warrants to purchase any securities of the Company or any
 of its subsidiaries. Neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Company, except
 such rights as have been waived or satisfied.

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 (r)            No Conflict or Violation . The issuance and sale of the Issuance Shares by the Company through the Managers and the offering and sale of any Forward Hedge Shares by any Forward
 Seller as contemplated by the Registration Statement, the Disclosure Package and the Prospectus and the execution, delivery and performance by the Company of each of the Transaction Documents and the application of the proceeds from the sale of
 the Issuance Shares as described under “Use of Proceeds” in each of the Registration Statement, the Disclosure Package and the Prospectus and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or
 result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust,
 loan agreement, license, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or
 any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company or any of its subsidiaries, or (iii) result in any violation of any statute or any
 judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, except, with respect to clauses (i) and (iii),
 conflicts or violations that would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization or order of, or filing, registration or qualification with any court or
 governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is required for the issue and sale of the Issuance Shares by the Company, the offering and sale of any Forward
 Hedge Shares by any Forward Seller as contemplated by the Registration Statement, the Disclosure Package and the Prospectus, the execution, delivery and performance by the Company of each of the Transaction Documents, the application of the
 proceeds from the sale of the Issuance Shares as described under “Use of Proceeds” in each of the Registration Statement, the Disclosure Package and the Prospectus and the consummation of the transactions contemplated hereby and thereby, except
 the registration under the Act of the Shares, and such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under state securities laws or Blue Sky laws in connection with the purchase or
 distribution of the Shares by the Managers, the Forward Purchasers and the Forward Sellers and the listing of the Shares on NYSE (as defined below), each of which has been obtained and is in full force and effect.

  

 (s)          Absence of Violations, Defaults and Conflicts . Neither the Company nor any of its subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents),
 (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture,
 mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, (iii) is in violation of any law, statute or any order,
 rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or (iv) has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit
 necessary to the ownership of its property or to the conduct of its business, except, in the case of clauses (ii), (iii) and (iv) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse
 Effect.

  

 (t)          Due Authorization . The execution and delivery by the Company of, and the performance by the Company of its obligations under, each of the Transaction Documents (including but not
 limited to the issuance and/or sale of the Shares and the use of proceeds from the sale of the Issuance Shares as described in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) have been
 duly and validly authorized (or will have been duly and validly authorized by the time of execution and delivery thereof) by all necessary corporate action on the part of the Company, and this Agreement has been duly executed and delivered by
 the Company.

  

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 (u)           Summaries of Law and Documents . The statements set forth or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the captions
 “Description of Capital Stock” and “Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders”, insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or
 contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects.

  

 (v)          Shell Companies . The Company is not, as of the date hereof, a “shell company” as described in Rule 144(i) under the Act.

  

 (w)        Governmental Licenses . The Company and each of its subsidiaries have, and are operating in compliance with, such permits, licenses, patents, franchises, certificates of need and
 other approvals or authorizations of governmental or regulatory authorities (“ Permits ”) as are necessary under applicable law to own their properties and conduct their
 businesses in the manner described in the Registration Statement, the Disclosure Package and the Prospectus, except for any of the foregoing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
 Effect.  The Company and each of its subsidiaries have fulfilled and performed all of their obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination
 thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.  Neither the
 Company nor any of its subsidiaries has received notice of any revocation or adverse modification of any such Permits or has any reason to believe that any such Permits will not be renewed in the ordinary course.

  

 (x)          Payment of Taxes . The Company and each of its subsidiaries have filed all material federal, state, local and foreign tax returns required to be filed through the date hereof,
 subject to permitted extensions, and have paid all taxes due, and no tax deficiency has been determined adversely to the Company or any of its subsidiaries, nor does the Company have any knowledge of any tax deficiencies that have been, or
 could reasonably be expected to be asserted against the Company and each of its subsidiaries, that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect except for such taxes, if any, as are being
 contested in good faith and as to which adequate reserves have been provided in accordance with GAAP.

  

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 (y)         Possession of Intellectual Property . The Company and each of its subsidiaries own or possess valid and enforceable rights to use all material patents, trademarks, service marks,
 trade names, logos, trade dress, designs, database rights, social media handles and other source indicators, copyrights, licenses, know-how, inventions, domain names, rights of privacy, rights of publicity, software, systems and technology
 (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights, as well as related rights, including all registrations and applications
 for registration thereof and all goodwill associated with the foregoing (collectively, “ Intellectual Property ”), necessary for the conduct of their respective businesses.
 The conduct of the Company’s and each of its subsidiaries’ respective businesses has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate any Intellectual Property rights of a third
 party, and, to the Company’s knowledge, no third party is infringing, misappropriating or otherwise violating any Intellectual Property owned or purported to be owned by the Company or any of its subsidiaries. Neither the Company nor any of its
 subsidiaries has received any notice of any claim (i) alleging any infringement of, misappropriation of, conflict with or violation of any Intellectual Property rights of any third party or (ii) challenging the validity, scope, enforceability
 or ownership of any Intellectual Property owned by the Company or any of its subsidiaries. The Company and each of its subsidiaries have taken reasonable steps to maintain the confidentiality of all know-how, trade secrets and confidential
 information owned, used or held for use by the Company or any of its subsidiaries, and no such trade secrets or confidential information have been disclosed other than to employees or representatives and agents of the Company or any of its
 subsidiaries, all of whom are bound by written confidentiality agreements.

  

 (z)         Cybersecurity; Data Protection . The Company and each of its subsidiaries have taken all material technical and organizational measures necessary to protect all information
 technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (including the data of their respective customers, employees, suppliers, vendors and any third-party data maintained by or
 on behalf of the Company and each of its subsidiaries) (collectively, “ IT Systems ”) used in connection with the operation of their respective businesses, and such IT
 Systems are adequate for, and operate and perform as required in connection with, the operation of the respective businesses of the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects,
 Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented, complied with and maintained reasonable controls, policies, procedures and safeguards to maintain and protect their confidential
 information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including “personal data” as defined by the EU General Data Protection Regulations (EU 2016 679) and any personal, personally identifiable,
 household, sensitive, confidential or regulated data (“ Personal Data ”)) used in connection with their respective businesses, except to the extent that a failure to do so
 could not reasonably be expected to have a Material Adverse Effect, and there have been no breaches, violations, reductions in performance, compromises, disruptions, outages or unauthorized uses of or accesses to, or other similar incidents
 impacting, any IT System or Personal Data used in connection with the operation of the Company’s and its subsidiaries’ respective businesses that have had or would reasonably be expected to have a Material Adverse Effect. The Company and its
 subsidiaries have complied and are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal and external
 policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except to the
 extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

  

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 (aa)        Privacy Laws . The Company and each of its subsidiaries are, and at all prior times were, in compliance with all applicable data privacy and security laws, statutes, judgements,
 orders, rules and regulations of any court or arbitrator or any other governmental or regulatory authority and all applicable laws regarding the collection, use, transfer, export, storage, protection, disposal or disclosure by the Company and
 its subsidiaries of Personal Data collected from or provided by third parties (collectively, the “ Privacy Laws ”), except to the extent that a failure to do so could not
 reasonably be expected to have a Material Adverse Effect. The Company and each of its subsidiaries have in place, have complied and are presently in compliance with, and take appropriate steps reasonably designed to ensure compliance with, its
 privacy policies, all third-party obligations and industry standards regarding Personal Data (the “ Policies ”) and reasonably protect the security and confidentiality of all
 Personal Data, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect. The Company and each of its subsidiaries have provided and currently provide notice of their privacy policies on
 their websites, which provides accurate and sufficient notice of their then-current privacy practices and does not contain any material omissions of their then-current privacy practices. No such disclosures made or contained in the privacy
 policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. To the knowledge of the Company, the execution, delivery and performance of this Agreement or any other agreement
 referred to in this Agreement will not result in a breach of violation of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries has received notice of any actual or potential liability under or relating to, or actual or
 potential violation of, any of the Privacy Laws or Policies, and the Company is unaware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Privacy Laws or Policies. To the knowledge of
 the Company, there is no action, suit, investigation, claim or proceeding by or before any court or governmental agency, authority or body pending or threatened alleging non-compliance with Privacy Laws or Policies.

  

 (bb)          Statistical and Market-Related Data . The statistical and market-related data included or incorporated by reference in the Registration Statement, the Disclosure Package and the
 Prospectus are based on or derived from sources that the Company believes to be reliable in all material respects.

  

 11

 (cc)        Compliance with ERISA . (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning
 of Section 414 of the Internal Revenue Code of 1986, as amended (the “ Code ”)) would have any liability (each a “ Plan ”) has been maintained in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code, except in the case of such noncompliance that would not,
 individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding
 transactions effected pursuant to a statutory or administrative exemption that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) with respect to each Plan subject to Title IV of ERISA
 (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur, (B) no failure to meet the minimum funding standard set forth in Sections 412 of the Code and 303 of ERISA, whether or
 not waived, has occurred or is reasonably expected to occur, (C) no Plan is or is reasonably expected to be in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), (D) there has been no filing pursuant to
 Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan or the receipt by the Company or any member of its Controlled Group from the Pension Benefit Guaranty
 Corporation or the Plan administrator of the notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (E) no conditions contained in Section 303(k)(1)(A) of ERISA for the imposition of a
 lien shall have been met with respect to any Plan, (F) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan) and (G)
 neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the
 ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(c)(3) of ERISA) (“ Multiemployer Plan ”) in any
 such case, that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iv) no Multiemployer Plan is, or is expected to be, “insolvent” (within the meaning of Section 4245 of ERISA), or in
 “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 304 of ERISA) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (v) each Plan that is
 intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service that it is so qualified and nothing has occurred, whether by action or by failure to act, which would
 cause the loss of such qualification that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  

 (dd)        Environmental Laws . (i) There are no proceedings that are pending, or known to be contemplated, against the Company or any of its subsidiaries under any laws, regulations,
 ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional or local authority, relating to
 pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes,
 pollutants or contaminants (“ Environmental Laws ”) in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed
 no monetary sanctions of $300,000 or more will be imposed, (ii) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or
 other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and (iii) none
 of the Company and its subsidiaries anticipates material capital expenditures relating to Environmental Laws.

  

 (ee)       Restrictions on Dividends . No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other
 distribution on such subsidiary’s capital stock or other ownership interests, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company
 or any other subsidiary of the Company.

  

 12

 (ff)           NYSE Listing . The Company’s Common Stock has been registered pursuant to Section 12(b) of the Exchange Act, and the Shares have been approved for listing, subject to official
 notice of issuance, on the New York Stock Exchange (“ NYSE ”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration
 of the Common Stock under the Exchange Act or the listing of the Common Stock (including the Shares) on NYSE, nor has the Company received any notification that the Commission or NYSE is contemplating terminating such registration or listing.

  

 (gg)          [Reserved].

  

 (hh)       Absence of Labor Dispute . No labor disturbance by or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent
 that could reasonably be expected to have a Material Adverse Effect.

  

 (ii)          No Finder’s Fee . Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give
 rise to a valid claim against the Company or any of its subsidiaries or any Manager, Forward Purchaser or Forward Seller for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

  

 (jj)          Absence of Proceedings . Except as disclosed or described in the Registration Statement, the Disclosure Package and the Prospectus, there are no legal or governmental proceedings
 pending to which the Company or any of its subsidiaries is the subject that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or could, individually or in the aggregate, reasonably be expected to
 have a Material Adverse Effect on the performance by the Company of its obligations under this Agreement or the consummation of any of the transactions contemplated hereby. To the Company’s knowledge, no such proceedings are threatened or
 contemplated by governmental authorities or others.

  

 (kk)        Transfer Taxes . There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any state, or any political subdivision thereof, required to be
 paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Shares.

  

 (ll)          Investment Company Act . Neither the Company nor any of its subsidiaries is, and after giving effect to the offer and sale of the Issuance Shares and the application of
 the proceeds therefrom as described under “Use of Proceeds” in each of the Registration Statement, the Disclosure Package and the Prospectus will be, an “investment company” or a company “controlled” by an “investment company” within the
 meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

  

 13

 (mm)     Financial Statements; Non-GAAP Financial Measures . The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the
 Registration Statement, Disclosure Package and Prospectus comply as to form in all material respects with the requirements of Regulation S-X under the Act and present fairly, in all material respects, the financial condition, results of
 operations and cash flows of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with U.S. generally accepted accounting principles (“ GAAP ”)  applied on a consistent basis throughout the periods involved.  The pro forma financial statements, if any, or data included in the Registration Statement or the Prospectus, if any, comply with the
 applicable requirements of the Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the
 transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other financial and statistical data set forth in the
 Registration Statement, the Disclosure Package or the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company. All disclosures contained or
 incorporated by reference in the Registration Statement, Disclosure Package and Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange
 Act and Item 10 of Regulation S-K of the Act, to the extent applicable. The Company and its subsidiaries do not have any material liabilities or obligations, direct or contingent, not disclosed in the Registration Statement, the Disclosure
 Package and the Prospectus. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Disclosure Package or the Prospectus that are not included as required.

  

 (nn)       Independent Accountants . KPMG LLP (“ KPMG ”), who have certified certain financial statements of the Company
 and its consolidated subsidiaries, whose report appears in the Registration Statement, the Disclosure Package and the Prospectus or is incorporated by reference therein and who have delivered the initial letter referred to in Section 6(e)
 hereof, are independent registered public accountants with respect to the Company and its subsidiaries within the meaning of the Act and the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight
 Board.

  

 (oo)       Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as
 such, to comply in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to
 certifications.

  

 (pp)       Accounting Controls . The Company and each of its subsidiaries maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the
 Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, to provide reasonable assurance regarding the
 reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.  The Company and each of its subsidiaries maintain internal accounting controls sufficient to provide reasonable
 assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and
 to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is
 compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
 Statement, the Disclosure Package and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  

 14

 (qq)        Disclosure Controls . (i) The Company and each of its subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act),
 (ii) such disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by the Company and its subsidiaries in the reports it files or submits under the Exchange Act is accumulated
 and communicated to management of the Company and its subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure to be made and
 (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

  

 (rr)         No Significant Deficiencies or Material Weaknesses . Since the date of the most recent balance sheet of the Company and its consolidated subsidiaries reviewed or audited by KPMG
 and the audit committee of the board of directors of the Company (the “ Audit Committee ”): (i) the Company has not been advised of or become aware of (A) any significant
 deficiencies in the design or operation of internal controls, that could adversely affect the ability of the Company or any of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal
 controls, or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its subsidiaries; and (ii) there have been no significant changes
 in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

  

 (ss)         Foreign Corrupt Practices Act . Neither the Company nor any of its subsidiaries, any of the Company’s affiliates, any director or officer, nor, to the knowledge of the Company,
 after due inquiry, any agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, has in the course of its actions for, or on behalf of, the Company or any of its subsidiaries: (i) made any
 unlawful contribution, gift or other unlawful expense relating to political activity; (ii) made any direct or indirect bribe, kickback, rebate, payoff, influence payment, or otherwise unlawfully provided anything of value, to any “foreign
 official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (collectively, the “ FCPA ”)) or domestic government official; or (iii) violated or is in
 violation of any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as amended (the “ Bribery Act 2010 ”), or any other applicable anti-corruption or
 anti-bribery statute or regulation. The Company and its subsidiaries and, to the knowledge of the Company, the Company’s affiliates, have conducted their respective businesses in compliance with the FCPA, Bribery Act 2010, and all other
 applicable anti-corruption and anti-bribery statutes or regulations, and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance therewith.

  

 (tt)         Money Laundering Laws . The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping
 and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules,
 regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or
 proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator or non-governmental authority involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending
 or, to the knowledge of the Company, threatened.

  

 15

 (uu)       OFAC . Neither the Company nor any of its subsidiaries, any of the Company’s affiliates, any director or officer, nor, to the knowledge of the Company, after due inquiry, any
 agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries is (i) currently the subject or the target of any sanctions administered or enforced by the Office of Foreign Assets Control of the
 U.S. Treasury Department, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “ Sanctions ”) or (ii) located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions (including, without limitation, the Crimea Region and the non-government
 controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered Region of Ukraine identified pursuant to Executive Order 14065 of the
 United States, Cuba, Iran and North Korea); 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, (i) for the purpose of financing or facilitating the activities of any person or entity subject to Sanctions, or in any country or territory, that, at the time of such financing or facilitation is the subject or target of
 comprehensive Sanctions or (ii) in any other manner that will result in a violation by any person or entity (including any person participating in the transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions,
 applicable anti-corruption and anti-bribery laws, rules, and regulations, or Anti-Money Laundering Laws.  Since April 24, 2019, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not
 engage in, any dealings or transactions with any individual or entity subject to Sanctions, or in any country or territory, that at the time of the dealing or transaction, is or was the subject or target of comprehensive Sanctions.

  

 (vv)       Outbound Investment Rules . Neither the Company nor any of its subsidiaries is or has any intention to become a “covered foreign person,” as that term is used in the regulations
 administered and enforced by the U.S. Treasury Department under U.S. Executive Order 14105 and codified at 31 C.F.R. § 850.101 et seq. (the “ Outbound Investment Rules ”).
 Neither the Company nor any of its subsidiaries currently engages, directly or indirectly, in (i) a “covered activity” or a “covered transaction,” as each such term is defined in the Outbound Investment Rules, (ii) any activity or transaction
 that would constitute a “covered activity” or a “covered transaction,” as each such term is defined in the Outbound Investment Rules, if the Company were a “U.S. Person”, or (iii) any other activity that would cause the any Managers, Forward
 Purchasers or Forward Sellers or any of their affiliates to be in violation of the Outbound Investment Rules or cause any Manager, Forward Purchaser or Forward Seller or any of their affiliates or any of their affiliates to be legally
 prohibited by the Outbound Investment Rules from performing under this Agreement. For purposes of this Agreement, a “U.S. Person” means any United States citizen, lawful permanent resident, entity organized under the laws of the United States
 or any jurisdiction within the United States, including any foreign branch of any such entity, or any person in the United States.

  

 16

 (ww)      Insurance . The Company and each of its subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such
 risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries.  All policies of insurance of the Company
 and its subsidiaries are in full force and effect; the Company and each of its subsidiaries are in compliance with the terms of such policies in all material respects; and neither the Company nor any of its subsidiaries has received notice from
 any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance, except as would not be reasonably expected to have a Material Adverse Effect. There
 are no claims by the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither the Company nor any such
 subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost
 that could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

  

 (xx)        Stabilization . Neither the Company nor, to the Company’s knowledge, any of its affiliates, has taken or may take, directly or indirectly, any action designed to cause or result
 in, or that could reasonably be expected to cause or result in, or that has constituted the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares in violation of Regulation M of
 the Exchange Act; provided , however , that the Company makes no such representation or warranty
 with respect to the actions of the Managers, the Forward Purchasers and the Forward Sellers or affiliates or agents of the Managers, the Forward Purchasers and the Forward Sellers.

  

 (yy)         [Reserved].

  

 (zz)         [Reserved].

  

 (aaa)       Rating . There are no debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical
 rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act.

  

 Any certificate signed by any officer of the Company and delivered to the Managers, the Forward Purchasers and the Forward Sellers or to counsel for
 the Managers, the Forward Purchasers and the Forward Sellers in connection with this Agreement, any Terms Agreement or a Forward Placement Notice shall be deemed a representation and warranty by the Company to each Manager, Forward Purchaser and
 Forward Seller as to the matters set forth therein.

  

 The Company acknowledges that the Managers, the Forward Purchasers and the Forward Sellers and, for purposes of the opinions to be delivered
 pursuant to Section 4 hereof, counsel for the Company and counsel for the Managers, the Forward Purchasers and the Forward Sellers, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

  

 17

 3.            Sale and Delivery of Shares . On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company
 and the Managers, the Forward Purchasers and the Forward Sellers agree that: (i) the Company may from time to time, seek to sell Issuance Shares through a Designated Manager, acting as sales agent, or directly to any of the Managers acting as
 principal and the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of making offers and sales of the Issuance Shares; and (ii) each Forward Purchaser may offer for sale Forward Hedge Shares through its
 affiliated Forward Seller, as follows ( provided that notwithstanding anything to the contrary in this Agreement, any Manager (in the case of Issuance Shares) or Forward
 Seller (in the case of Forward Hedge Shares) may decline, for any reason in its sole discretion, to act as sales agent for the Company or forward seller and agent for its affiliated Forward Purchaser, as the case may be, hereunder with respect
 to one or more sets of Company instructions for the sale of Issuance Shares or Forward Placement Notices, as applicable):

  

 (a)            Issuance Shares .

  

 (i)         The Company may submit to a Designated Manager its orders (including any price, time or size limits or other customary parameters or conditions) to sell Issuance Shares on any Trading Day that shall not be during, or overlap with, any
 Forward Hedge Selling Period, in a form and manner as mutually agreed to by the Company and such Designated Manager.

  

 (ii)        Subject to the terms and conditions hereof, each Manager, at any time it is a Designated Manager, shall use its commercially reasonable efforts to execute any Company order submitted to it hereunder to sell Issuance Shares and with respect
 to which such Designated Manager has agreed to act as sales agent. The Company acknowledges and agrees that (i) there can be no assurance that a Designated Manager will be successful in selling the Issuance Shares, (ii) a Designated Manager
 will incur no liability or obligation to the Company or any other person or entity if it does not sell Issuance Shares for any reason other than a failure by a Designated Manager to use its commercially reasonable efforts consistent with its
 normal trading and sales practices and applicable law and regulations to sell such Issuance Shares as required under this Agreement and (iii) no Manager shall be under any obligation to purchase Issuance Shares on a principal basis pursuant to
 this Agreement, except as otherwise specifically agreed by a Manager and the Company. The Designated Manager may make sales pursuant to each order 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.

  

 (iii)         The Company shall not authorize the issuance and sale of, and a Designated Manager shall not sell as sales agent, any Issuance Share at a price lower than the minimum price therefor designated from time to time by the Company and
 notified to a Designated Manager in writing. In addition, the Company or a Designated Manager may upon notice to the other party hereto by telephone (confirmed promptly by email or facsimile), suspend an offering of the Issuance Shares with
 respect to which that Designated Manager is acting as sales agent; provided , however , that such
 suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Issuance Shares sold hereunder prior to the giving of such notice.

  

 18

 (iv)        The compensation to a Designated Manager for sales of the Issuance Shares with respect to which such Designated Manager acts as sales agent hereunder shall be up to 2.0% of the gross offering proceeds of the Issuance Shares sold pursuant
 to this Agreement as mutually agreed to in writing by such Designated Manager and the Company. The foregoing rate of compensation shall not apply when a Manager, acting as principal, purchases Issuance Shares from the Company pursuant to a
 Terms Agreement. The Company agrees that whenever it determines to sell the Issuance Shares directly to a Manager as principal, it will enter into a separate agreement (each, a “ Terms

 Agreement ”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Any compensation or commission due and payable to any Managers hereunder with respect to any sale of
 Issuance Shares shall be paid by the Company to such Managers concurrently with the settlement for sales of the Issuance Shares by deduction from the proceeds from sales of the Issuance Shares payable to the Company. The remaining proceeds,
 after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales shall constitute the net proceeds to the Company for such Issuance Shares (the “ Net Proceeds ”).

  

 (b)            Forward Hedge Shares .

  

 (i)          Subject to the terms and conditions set forth in the Transaction Documents, on any Trading Day, the Company may deliver a Forward Placement Notice executed by an authorized officer of the Company to a Forward Purchaser and the affiliated
 Forward Seller. The Forward Purchaser and the affiliated Forward Seller may accept the Forward Placement Notice by e-mail to one of the authorized officers of the Company confirming the terms of such Forward Placement Notice and by the Forward
 Purchaser delivering (i) a draft “Supplemental Confirmation” (as defined in the relevant Master Forward Confirmation) relating to such Forward Placement Notice and (ii) if not previously executed between such parties, a draft Master Forward
 Confirmation between the Company and such Forward Purchaser. Upon the delivery of a Forward Placement Notice to the Forward Purchaser and the Forward Seller and the Forward Purchaser’s and the Forward Seller’s acceptance of such Forward
 Placement Notice by e-mail confirming the terms of such Forward Placement Notice and upon execution by the Company and the Forward Purchaser of such “Supplemental Confirmation” relating to such Forward Placement Notice and, if applicable, the
 related Master Forward Confirmation, and unless the sale of the Forward Hedge Shares described therein has been suspended or otherwise terminated in accordance with the terms of this Agreement and the Forward Contract relating to such Forward
 Placement Notice, the Forward Purchaser will use commercially reasonable efforts to borrow Forward Hedge Shares up to the amount specified and the Forward Seller will use commercially reasonable efforts consistent with its normal trading and
 sales practices to sell such Forward Hedge Shares in order to establish a commercially reasonable hedge position, and otherwise in accordance with the terms of such Forward Placement Notice and such Forward Contract. The number of Forward Hedge
 Shares that the Forward Purchaser shall use commercially reasonable efforts to borrow and that the Forward Seller shall use commercially reasonable efforts to sell pursuant to such Forward shall be the Maximum Number of Shares set forth in the
 Forward Placement Notice accepted by the Forward Purchaser and the Forward Seller (but, in no event having an aggregate actual sale execution price in excess of the Forward Maximum Hedge Amount set forth in the Forward Placement Notice accepted
 by the Forward Purchaser and the Forward Seller).

  

 19

 (ii)        A Forward Placement Notice or any amendment thereto shall be deemed delivered on the Trading Day that it is received by facsimile or otherwise (and the Company confirms such delivery by e-mail notice or by telephone (including voicemail
 message)) by the Forward Purchaser and the Forward Seller. No Forward Placement Notice may be delivered if an ex-dividend date or ex-date, as applicable for any dividend or distribution payable by the Company on the Common Stock, is scheduled
 to occur during the period from, but excluding, the first scheduled Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling Period.

  

 (iii)         Promptly (and in no event later than 7:00 p.m., New York City time) on the last Trading Day of each Forward Hedge Selling Period (or, if earlier, the date on which any Forward Hedge Selling Period is terminated in accordance with the
 terms of this Agreement or the related Forward Contract), the Forward Purchaser shall execute and deliver to the Company a “Pricing Supplement” (as defined in the relevant Master Forward Confirmation) in respect of the Forward for such Forward
 Hedge Selling Period, which “Pricing Supplement” shall set forth the “Hedge Period Completion Date” for such Forward (which shall, subject to the terms of the relevant Master Forward Confirmation, be the last Trading Day of such Forward Hedge
 Selling Period), the initial “Number of Transaction Shares” for such Forward (which shall, subject to the terms of the relevant Master Forward Confirmation, be the Actual Sold Forward Amount for such Forward Hedge Selling Period), and such
 other information as provided for in the relevant Forward Contract.

  

 (iv)         For each Forward, the Company shall be obligated to enter into a Forward Contract with the Forward Purchaser, and the Forward Purchaser shall be obligated to use commercially reasonable efforts to borrow, and the Forward Seller shall use
 commercially reasonable efforts consistent with its normal trading and sales practices to sell, the Forward Hedge Shares pursuant to such Forward only if and when the Company delivers a Forward Placement Notice to the Forward Purchaser and the
 Forward Seller and the Forward Purchaser and the Forward Seller have accepted such Forward Placement Notice and the Forward Purchaser and the Company have executed the related Forward Contract as provided in Section 3(b)(i). The Company shall
 have the right, in its sole discretion, to request that the Forward Seller and Forward Purchaser amend at any time and from time to time any Forward Placement Notice (and, if applicable, the corresponding terms in the related Forward Contract
 in accordance with Section 7(e)(ii) of the relevant Master Forward Confirmation), and if such amendment is accepted by the Forward Purchaser and the Forward Seller, each of the Forward Purchaser and the Forward Seller shall, as soon as
 reasonably practicable after receiving notice of such amendment, modify its offers to sell or borrow, as applicable, consistent with any such amendment notice; provided,
 however, that (i) the Company may not amend the Maximum Number of Shares if such amended Maximum Number of Shares is less than the aggregate number of Forward Hedge Shares that the Forward Seller has sold during such Forward Hedge
 Selling Period as of the date of such amendment, (ii) the Company may not amend the Forward Maximum Hedge Amount if such amended Forward Maximum Hedge Amount is less than the aggregate Sales Price for the number of Forward Hedge Shares that the
 Forward Seller has sold during such Forward Hedge Selling Period as of the date of such amendment and (iii) the Company shall not have the right to amend a Forward Placement Notice after the related “Pricing Supplement” has been delivered to
 the Company.

  

 20

 (v)          Each of the Company, the Forward Purchasers and the Forward Sellers acknowledge and agree that: (x) there can be no assurance that the Forward Purchaser will be successful in borrowing or that the Forward Seller will be successful in
 selling Forward Hedge Shares; (y) a Forward Seller will incur no liability or obligation to the Company, the Forward Purchaser or any other person if it does not sell Forward Hedge Shares borrowed by the Forward Purchaser for any reason other
 than a failure by the Forward Seller to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such Forward Hedge Shares as required under this Section 3(b); and (z) the Forward Purchaser will incur
 no liability or obligation to the Company, the Forward Seller or any other person if it does not borrow Forward Hedge Shares for any reason other than a failure by the Forward Purchaser to use commercially reasonable efforts to borrow such
 Forward Hedge Shares as required under this Section 3(b). Notwithstanding anything herein to the contrary, a Forward Purchaser’s obligation to use commercially reasonable efforts to borrow or cause its affiliate to borrow all or any portion of
 the Forward Hedge Shares (and a Forward Seller’s obligation to use commercially reasonable efforts consistent with its normal trading and sales practices to sell such portion of the Forward Hedge Shares) for any Forward hereunder shall be
 subject in all respects to Section 7(a) of the relevant Master Forward Confirmation. In acting hereunder, any Forward Seller will be acting as agent for the Forward Purchaser and not as principal.

  

 (vi)         The Company shall not authorize the sale of, and such Forward Seller shall not sell any Forward Hedge Shares, at a price lower than the minimum price therefor designated by the Company in the relevant Forward Placement Notice or Forward
 Contract or in a number in excess of the number of Shares approved for listing on NYSE, it being understood and agreed by the parties hereto that compliance with any such limitations regarding the number of Shares shall be the sole
 responsibility of the Company. In addition, the Company, on the one hand, or such Forward Seller, on the other hand, may, upon notice to the other party hereto by telephone (confirmed promptly by email or facsimile), suspend an offering of the
 Forward Hedge Shares pursuant to this Agreement (which, for the avoidance of doubt, shall not include any transactions by a Forward Purchaser in, relating to or referencing the Shares for its own account in connection with any Forward on any
 “Valuation Date” for such Forward as such term is defined in the relevant Forward Contract) and/or terminate any Forward Hedge Selling Period; provided , however , that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Forward Hedge Shares sold hereunder prior to
 the giving of such notice.

  

 (c)            If acting as manager or as forward seller and agent for its affiliated Forward Purchaser hereunder, as applicable, each Manager or Forward Seller, as the case may be, shall provide written confirmation (which may be by facsimile or email)
 to the Company following the close of trading on the NYSE each day on which the Shares are sold under this Agreement setting forth (i) the amount of the Issuance Shares or the Actual Sold Forward Amount sold on such day and the gross offering
 proceeds (in the case of Issuance Shares) or the “Hedge Reference Price” (as defined in the relevant Master Forward Confirmation) (in the case of Forward Hedge Shares) in respect of such Shares, as the case may be, and (ii) the commission
 payable by the Company to such Manager or the Forward Hedge Selling Commission Rate, as the case may be, with respect to such sale of Shares.

  

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 (d)          Settlement for sales of the Issuance Shares pursuant to this Agreement will occur on the first Trading Day following the date on which such sales are made (each such day, a “ Issuance

 Share   Settlement Date ”). On each Issuance Share Settlement Date, the Issuance Shares sold through a Designated Manager for settlement on such date shall be issued
 and delivered by the Company to such Designated Manager against payment of the Net Proceeds from the sale of such Issuance Shares. Settlement for all such Issuance Shares shall be effected by free delivery of the Issuance Shares, in definitive
 form, by the Company or its transfer agent to such Designated Manager’s or its designee’s account ( provided such Designated Manager shall have given the Company written
 notice of such designee prior to the Issuance Share Settlement Date) at The Depository Trust Company (“ DTC ”) through its Deposit and Withdrawal at Custodian System or by
 such other means of delivery as may be mutually agreed upon by the parties hereto, in return for payments in same day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable) shall default
 on its obligation to deliver the Issuance Shares on any Issuance Share Settlement Date, the Company shall (i) hold each applicable Designated Manager harmless against any loss, claim, damage, or expense (including reasonable and documented
 legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay each such Designated Manager any commission, discount or other compensation to which it would otherwise be entitled absent such
 default.

  

 (e)         Each sale of Forward Hedge Shares will be settled as between the Forward Purchaser and the Forward Seller on each applicable Forward Hedge Settlement Date following the relevant Forward Date (as defined below). On or before each Forward
 Hedge Settlement Date, the Forward Purchaser will, or will cause its agent to, electronically transfer the Forward Hedge Shares being offered and sold by crediting the Forward Seller or its designee’s account at DTC, or by such other means of
 delivery as may be mutually agreed upon by the Forward Purchaser and the Forward Seller and, upon receipt of such Forward Hedge Shares, which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form, the
 Forward Seller shall deliver to the Forward Purchaser the related Sales Price for such Forward Hedge Shares in same day funds delivered to an account designated by the Forward Purchaser prior to the relevant Forward Hedge Settlement Date.

  

 (f)            At each Applicable Time, Forward Date, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(r)), the Company shall be deemed to have affirmed each representation and warranty contained
 in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of any Manager or Forward Seller to
 use its commercially reasonable efforts to sell the Shares, and any obligation of any Forward Purchaser to use its commercially reasonable efforts to borrow the Shares, shall be subject to the continuing accuracy of the representations and
 warranties of the Company herein (and the completion of any diligence to verify such accuracy by such Designated Manager, Forward Purchaser or Forward Seller), to the performance by the Company of its obligations hereunder and to the continuing
 satisfaction of the additional conditions specified in Section 6 of this Agreement.

  

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 (g)         Subject to such further limitations on offers and sales of Shares or delivery of instructions to offer and sell Shares as are set forth herein and as may be mutually agreed upon by the Company and a Designated Manager, the Forward
 Purchasers and the Forward Sellers, the Company shall not request the sale of any Shares that would be sold, and no Designated Manager or Forward Seller shall be obligated to sell, (i) during any period in which the Company’s insider trading
 policy, as it exists on the date of this Agreement, would prohibit the purchase or sale of any Shares by any of its officers or directors, (ii) at any time during the period commencing on the tenth Business Day prior to the time the Company
 shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “ 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 (iii) during any other period in which the Company is, or could be deemed to be, in possession of material non-public information.

  

 (h)          If the Company wishes to issue and sell the Issuance Shares pursuant to this Agreement directly to any of the Managers acting as principal (each, a “ Placement ”), it
 will notify the Manager or Managers of the proposed terms of such Placement. If such Manager or Managers, acting as principal, wishes to accept such proposed terms (which a Manager may decline to do for any reason in its sole discretion) or,
 wishes to accept amended terms proposed by the Company after further discussion, such Manager or Managers and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will
 not be binding on the Company or such Manager or Managers unless and until the Company and such Manager or Managers have each executed 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 such Terms Agreement will control.

  

 (i)          Each offer and sale of the Shares through or to any Manager or by any Forward Seller shall be made in accordance with the terms of this Agreement and, if and as applicable, a Terms Agreement or Forward Placement Notice. Such Terms
 Agreement may also specify certain provisions relating to the reoffering of such Issuance Shares by a Manager. The applicable Manager’s commitment, if any, to purchase Issuance Shares from the Company as principal, or the applicable Forward
 Seller’s commitment to offer and sell Forward Hedge Shares, as the case may be, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and
 conditions herein set forth. Each Terms Agreement shall specify the number of the Issuance Shares to be purchased by a Manager pursuant thereto, the price to be paid to the Company for such Issuance Shares, any provisions relating to rights of,
 and default by, underwriters acting together with such Manager in the reoffering of such Issuance Shares, and the time and date (each such time and date being referred to herein as a “ Time of Delivery ”) and place of delivery of and payment for such Issuance Shares.

  

 (j)          Under no circumstances shall the aggregate number and aggregate offering price of the Shares sold pursuant to this Agreement, any Terms Agreement and any Forward Placement Notice exceed (i) the maximum aggregate offering price set forth in
 Section 1, (ii) the number of shares of the Common Stock available for sale under the currently effective Registration Statement or (iii) the number and amount of the Shares authorized from time to time to be sold under this Agreement by the
 board of directors of the Company, or a duly authorized committee thereof, and notified to the Managers, Forward Sellers and Forward Purchasers in writing, it being understood and agreed by the parties hereto that compliance with any such
 limitations regarding the number and amount of Shares shall be the sole responsibility of the Company.

  

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 (k)         If any of the Company, the Managers, the Forward Purchasers or the Forward Sellers has reason to believe that the excepted 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 parties, and sales of the Shares under this Agreement (which, for the avoidance of doubt, shall not include any transactions by a Forward Purchaser in, relating to or referencing the Shares for its own
 account in connection with any Forward on any “Valuation Date” for such Forward as such term is defined in the relevant Forward Contract) shall be suspended until that or other excepted provisions have been satisfied in the judgment of each
 party.

  

 4.            Agreements . The Company agrees with the Managers, the Forward Purchasers and the Forward Sellers as follows:

  

 (a)          During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act in
 connection with the offering or sale of the Shares, the Company will not file any amendment of the Registration Statement or supplement in connection with the offering and sale of the Shares (including the Prospectus Supplement or any Interim
 Prospectus Supplement) to the Base Prospectus, the Disclosure Package or the Prospectus, whether pursuant to the Act, the Exchange Act or otherwise, unless (i) the Company has furnished to the Managers, the Forward Purchasers and the Forward
 Sellers a copy of such amendment or supplement (including, for the avoidance of doubt, reports or other information to be filed by the Company under the Exchange Act that would be incorporated by reference into the Registration Statement and
 the Prospectus) for their review a reasonable period of time prior to filing (or, in the case of Current Reports on Form 8-K, has used its commercially reasonable efforts to so furnish copies to the Managers, the Forward Purchasers and the
 Forward Sellers prior to filing) and (ii) except for reports or other information required to be filed by the Company under the Exchange Act, the Company will not file any such proposed amendment or supplement to which the Managers, the Forward
 Purchasers and the Forward Sellers reasonably object. The Company has prepared the Prospectus, in a form approved by the Managers, the Forward Purchasers and the Forward Sellers, and shall file such Prospectus, as amended at the Execution Time,
 with the Commission pursuant to the applicable paragraph of Rule 424(b) promptly after the Execution Time (but in any event within the time period described thereby) and will cause any supplement to the Prospectus to be prepared, in a form
 approved by the Managers, the Forward Purchasers and the Forward Sellers, and will file such supplement with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed thereby and will notify the
 Managers, the Forward Purchasers and the Forward Sellers of such timely filing. The Company, subject to this Section 4(a) and Section 4(c), will comply with the requirements of Rule 430B. During any period when the delivery of a prospectus
 relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act in connection with the offering or sale of the Shares, the Company
 will promptly advise the Managers, the Forward Purchasers and the Forward Sellers (A) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (B) when, during any period
 when the delivery of a prospectus (whether physically or through compliance with Rule 172 or any similar rule) is required under the Act in connection with the offering or sale of the Shares, any amendment to the Registration Statement or any
 new registration statement relating to the Shares shall have been filed or become effective (other than a prospectus supplement relating solely to the offering of securities other than the Shares), (C) of the receipt of any comments from the
 Commission, (D) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for any additional information related to the Registration Agreement or the Prospectus,
 (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the issuance of any order preventing or suspending the use of the Prospectus or any
 amendment or supplement thereto, or the institution or threatening of any proceeding for any of such purposes or pursuant to Section 8A of the Act or (F) of the receipt by the Company of any notification with respect to the suspension of the
 qualification of the Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of
 any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain at the earliest possible moment the withdrawal of such stop order or relief from such occurrence or
 objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

  

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 (b)          If, at any time on or after an Applicable Time but prior to the related Settlement Date or Time of Delivery, any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to
 state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the relevant Manager(s),
 Forward Purchaser(s) and Forward Seller(s) so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any
 amendment or supplement to the relevant Manager(s), Forward Purchaser(s) and Forward Seller(s) in such quantities as the Manager(s), Forward Purchaser(s) and Forward Seller(s) may reasonably request.

  

 (c)          During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act, if any
 event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under
 which they were made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules
 thereunder, including in connection with use or delivery of the Prospectus, the Company promptly will (i) notify the Managers, Forward Purchasers and Forward Sellers of any such event, (ii) prepare and file with the Commission, subject to the
 first sentence of paragraph (a) of this Section 4, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its best efforts to have any amendment to the
 Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus to the Managers, Forward Purchasers and Forward
 Sellers in such quantities as the Managers, Forward Purchasers and Forward Sellers may reasonably request.

  

 25

 (d)         As soon as practicable, the Company will make generally available (which may be satisfied by filing on EDGAR) to its security holders and to the Managers, Forward Purchasers and Forward Sellers an earnings statement or statements of the
 Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

  

 (e)          The Company will deliver to the Managers, Forward Purchasers and Forward Sellers and counsel for the Managers, Forward Purchasers and Forward Sellers, without charge, as such Managers, Forward Purchasers and Forward Sellers or counsel for
 the Managers, Forward Purchasers and Forward Sellers may reasonably request, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein
 and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts. The Registration Statement and each amendment thereto furnished to the Managers, Forward Purchasers and
 Forward Sellers will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. The Company will pay the expenses of printing or other production
 of all documents relating to the offering.

  

 (f)          The Company will deliver to the Managers, Forward Purchasers and Forward Sellers and counsel for the Managers, Forward Purchasers and Forward Sellers, without charge, for so long as delivery of a prospectus by the Managers, Forward
 Sellers, Forward Purchasers or any dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or any similar rule), as many copies of the Prospectus and each Issuer Free Writing
 Prospectus and any supplement thereto as any Managers, Forward Purchasers and Forward Sellers may reasonably request. The Prospectus and any Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Managers,
 Forward Purchasers and Forward Sellers will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. The Company will pay the expenses of
 printing or other production of all documents relating to the offering.

  

 (g)          The Company will arrange, if necessary, for the qualification of the Shares for sale under the laws of such jurisdictions as the Managers, Forward Purchasers and Forward Sellers may reasonably designate and will maintain such
 qualifications in effect so long as required for the distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any
 jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject or
 where it would be subject to taxation as a foreign business.

  

 26

 (h)         The Company agrees that, unless it has or shall have obtained the prior written consent of the relevant Designated Manager, Forward Purchaser or Forward Seller, and each Manager, Forward Purchaser and Forward Seller agrees with the Company
 that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would
 otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided
 that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Managers, Forward
 Purchasers, Forward Sellers or the Company is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company agrees that (i) it has treated and will treat,
 as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing
 Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

  

 (i)          The Company will not (i) take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or
 resale of the Shares or (ii) sell, bid for, purchase or pay any person (other than as contemplated by this Agreement or any Terms Agreement or Forward Placement Notice) any compensation for soliciting purchases of the Shares.

  

 (j)          The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Managers, Forward Purchasers and Forward Sellers promptly after it shall have received notice or obtained knowledge thereof, of
 any information or fact that would materially alter or affect any opinion, certificate, letter and other document provided to the Managers, Forward Purchasers or Forward Sellers pursuant to Section 6 herein.

  

 27

 (k)         Upon commencement of the offering of the Shares under this Agreement (if requested by the Managers, Forward Purchasers and Forward Sellers) (and upon the recommencement of the offering of the Shares under this Agreement following the
 termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (A) an Interim Prospectus Supplement filed pursuant to Rule 424(b) pursuant to
 Section 4(r) of this Agreement, (B) a prospectus supplement relating solely to the offering or resale of securities other than the Shares or (C) the filing with the Commission of any report under the Exchange Act except such reports referred to
 in Section 4(k)(ii)), (ii) there is filed with the Commission any annual report on Form 10-K or quarterly report on Form 10-Q, or any other document that contains financial statements or financial information that is incorporated by reference
 into the Prospectus, or any amendment thereto, or (iii) the Issuance Shares are delivered to one or more Managers as principal at the Time of Delivery pursuant to a Terms Agreement (the date of such commencement (in the case that the
 above-mentioned request is made by a Manager, Forward Purchaser or Forward Seller), the date of each such recommencement and the date of each such event referred to in (i), (ii) and (iii) above, a “ Representation Date ”), the Company shall furnish or cause to be furnished to the Managers, Forward Purchasers and Forward Sellers forthwith a certificate dated and delivered on such Representation Date, as the case
 may be, in form satisfactory to the Managers, Forward Purchasers and Forward Sellers to the effect that the statements contained in the certificate referred to in Section 6(d) of this Agreement which were last furnished to the Managers, Forward
 Purchasers and Forward Sellers are true and correct in all material respects (except to the extent such statements are already materiality qualified, in which case such statements are to be true and correct at the time of such Representation
 Date) at the time of such Representation Date, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu
 of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(d), modified as necessary to relate to the Registration Statement, the Disclosure Package and the Prospectus as amended and supplemented to
 the time of delivery of such certificate. The requirement to provide the certificate pursuant to this paragraph shall be waived for any Representation Date described in clause (ii) of the definition thereof occurring at a time at which (x) no
 instruction to a Manager (as sales agent or principal) to sell Issuance Shares pursuant to this Agreement has been delivered by the Company or is pending and (y) no Forward Hedge Selling Period in relation to any Forward is pending, which
 waiver shall continue until the earlier to occur of the date the Company submits an order to the Manager to sell Issuance Shares and/or delivers a Forward Placement Notice to a Forward Seller and a Forward Purchaser hereunder (which for such
 calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Issuance Shares and/or enter into any Forward following any such
 Representation Date when the Company relied on such waiver and did not provide the Managers, Forward Purchasers and Forward Sellers the certificate pursuant to this paragraph, then before the Company instructs the Managers (as sales agent or
 principal) to sell Issuance Shares pursuant to this Agreement or proposes to enter into any Forward, the Company shall provide the Managers, Forward Purchasers and Forward Sellers a certificate in conformity with this paragraph dated as of the
 date that the order of the sale of Issuance Shares is submitted to the Managers or a Forward Placement Notice is delivered to a Forward Seller and a Forward Purchaser hereunder, provided that for the avoidance of doubt, such date the
 certificate is delivered pursuant to the foregoing sentence shall be a Representation Date.

  

 (l)           At each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable, the Company shall furnish or cause to be furnished forthwith to the Managers,
 Forward Purchasers and Forward Sellers and to counsel to the Managers, Forward Purchasers and Forward Sellers a written opinion of Wilson Sonsini Goodrich & Rosati, P.C., counsel to the Company, or other counsel reasonably satisfactory to
 the Managers, Forward Purchasers and Forward Sellers dated and delivered on such Representation Date, in form and substance satisfactory to the Managers, Forward Purchasers and Forward Sellers of the same tenor as the opinion referred to in
 Section 6(b) of this Agreement, but modified as necessary to relate to the Registration Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of such opinion.

  

 (m)         At each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable, Davis Polk & Wardwell LLP, counsel to the Managers, Forward Purchasers and
 Forward Sellers, shall deliver a written opinion and disclosure letter, dated and delivered on such Representation Date, in form and substance satisfactory to the Managers, Forward Purchasers and Forward Sellers of the same tenor as the
 opinions and disclosure letter referred to in Section 6(c) of this Agreement but modified as necessary to relate to the Registration Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of
 such opinion.

  

 28

 (n)          At each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable, the Company shall cause KPMG or other independent public accountants
 satisfactory to the Managers forthwith, to furnish the Managers a letter, dated and delivered on such Representation Date, in form and substance satisfactory to the Managers, of the same tenor as the letter referred to in Section 6(e) of this
 Agreement but modified to relate to the Registration Statement, the Disclosure Package and the Prospectus, as amended and supplemented to the date of such letter.

  

 (o)          At each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable, the Company shall furnish or cause to be furnished to the Managers, Forward
 Purchasers and Forward Sellers forthwith a certificate of the Chief Financial Officer of the Company, dated and delivered on such Representation Date, in form and substance satisfactory to the Managers, Forward Purchasers and Forward Sellers of
 the same tenor as the certificate referred to in Section 6(e) of this Agreement but modified as necessary to relate to the Registration Statement, the Disclosure Package and the Prospectus as amended and supplemented to the time of delivery of
 such certificate.

  

 (p)          At each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 4(k) for which no waiver is applicable, and at such other times as may be reasonably requested by a Manager, Forward
 Purchaser or Forward Seller, the Company will conduct a due diligence session, in form and substance satisfactory to the Managers, Forward Purchasers and Forward Sellers, which shall include representatives of the management of the Company and
 KPMG or other independent public accountants of the Company satisfactory to the Managers, Forward Purchasers and Forward Sellers. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the
 Managers, Forward Purchasers and Forward Sellers or their agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to
 appropriate officers and agents of the Company during regular business hours and at the Company’s principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, and their officers
 and agents, as the Managers, Forward Purchasers and Forward Sellers may reasonably request.

  

 (q)        Nothing in this Agreement shall restrict a Manager, Forward Purchaser or Forward Seller from trading, and the Company acknowledges that each Manager, Forward Purchaser or Forward Seller may trade, in the Common Stock for such Manager,
 Forward Purchaser or Forward Seller’s own account and for the account of its clients before, at the same time as, or after sales of the Shares occur pursuant to this Agreement or pursuant to a Terms Agreement or a Forward Placement Notice.

  

 (r)            The Company will either (i) disclose in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, with regard to the relevant quarter, the number of the Shares sold by or through the Managers or Forward Sellers
 pursuant to this Agreement, the Net Proceeds to the Company (in the case of Issuance Shares) and the compensation paid by the Company with respect to such sales of the Shares pursuant to this Agreement or (ii) on or prior to the earlier of (A)
 the date on which the Company shall file a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K in respect of any fiscal quarter in which sales of Shares were made by a Manager or Forward Seller pursuant to this Agreement and (B) the
 date on which the Company shall be obligated to file such document referred to in clause (A) in respect of such quarter (each such date, and any date on which an amendment to any such document is filed, a “ Filing Date ”), the Company will file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement will set forth, with regard to such quarter, the
 number of the Shares sold by or through a Manager or Forward Seller pursuant to this Agreement, the Net Proceeds to the Company (in the case of Issuance Shares) and the compensation paid by the Company with respect to such sales of the Shares
 pursuant to this Agreement and deliver such number of copies of each such prospectus supplement to the NYSE as are required by such exchange.

  

 29

 (s)         If, to the knowledge of the Company, the conditions set forth in Section 6(a) or 6(g) shall not be true and correct on the applicable Settlement Date or Time of Delivery, the Company will offer to any person who has agreed to purchase the
 Shares from the Company (in the case of Issuance Shares) or the Forward Seller (in the case of Forward Hedge Shares) as the result of an offer to purchase solicited by any Manager, Forward Purchaser or Forward Seller the right to refuse to
 purchase and pay for such Shares.

  

 (t)          Each acceptance by the Company of an offer to purchase Issuance Shares hereunder, and each execution and delivery by the Company of a Terms Agreement or Forward Placement Notice, shall be deemed to be an affirmation to the Designated
 Manager, the Manager(s) party to a Terms Agreement or the relevant Forward Purchaser and Forward Seller, as the case may be, that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and
 correct as of the date of such acceptance or of such Terms Agreement or of such Forward Placement Notice as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the
 Settlement Date for the Shares relating to such acceptance or sale or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed
 to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares).

  

 (u)         The Company will use its commercially reasonable efforts to cause the Shares to be listed for trading on NYSE and to maintain such listing.

  

 (v)          During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act, the Company
 shall file, on a timely basis, with the Commission and the NYSE all reports and documents required to be filed under the Exchange Act and the regulations thereunder.

  

 (w)        The Company shall cooperate with the Managers, Forward Purchasers and Forward Sellers and use its reasonable efforts to permit the Shares to be eligible for clearance and settlement through the facilities of DTC.

  

 (x)        The Company will apply the Net Proceeds from the sale of the Issuance Shares in the manner set forth in the Disclosure Package and the Prospectus.

  

 30

 5.          Payment of Expenses . The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations under this Agreement, whether or not the
 transactions contemplated hereby are consummated, including without limitation (i) all expenses incident to the issuance and delivery or sale of the Shares (including all printing and engraving costs), (ii) all necessary issue, transfer and
 other stamp taxes in connection with the issuance and sale of the Shares, (iii) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors to the Company, (iv) the reasonable and
 documented fees and expenses of the Managers, Forward Purchasers and Forward Sellers and their counsel (which shall be one outside counsel for all Managers, Forward Purchasers and Forward Sellers unless otherwise agreed by the Company), (v) all
 costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer
 Free Writing Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Managers, Forward Purchasers and Forward Sellers in
 connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state securities or blue sky laws, and, if requested by the Managers,
 Forward Purchasers and Forward Sellers, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Managers, Forward Purchasers and Forward Sellers of such qualifications, registrations and exemptions, (vii) the
 filing fees incident to the review and approval by the Financial Industry Regulatory Authority (“ FINRA ”) of the terms of the sale of the Shares, (viii) the fees and
 expenses associated with listing of the Shares on the NYSE, (ix) all fees and expenses of the registrar and transfer agent of the Common Stock, (x) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in
 connection with approval of the Shares by DTC for “book-entry” transfer, (xi) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement and (xii) all other fees, costs and expenses incurred in connection
 with the performance of its obligations hereunder for which provision is not otherwise made in this Section 5. Except as provided in this Section 5 and in Section 7 hereof, the Managers, Forward Purchasers and Forward Sellers shall pay their
 own expenses.

  

 6.          Conditions to the Obligations of the Managers, Forward Purchasers and Forward Sellers . The obligations of the Managers, Forward Purchasers and Forward Sellers under this Agreement
 and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and each Representation Date, Forward Date, Applicable Time, Settlement Date
 and Time of Delivery, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions:

  

 (a)         The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus
 Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Section 4(r) of this Agreement; any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been
 filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no
 proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or threatened; no stop order suspending or preventing the use of the Disclosure Package, Prospectus or any Issuer Free Writing Prospectus shall have
 been instituted or threatened; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction.

  

 31

 (b)         Wilson Sonsini Goodrich & Rosati, P.C. shall have furnished to the Managers, Forward Purchasers and Forward Sellers its written opinion, as counsel to the Company, addressed to the Managers, Forward Purchasers and Forward Sellers on
 every date specified in Section 4(l) of this Agreement, in form and substance reasonably satisfactory to the Managers, Forward Purchasers and Forward Sellers.

  

 (c)          The Managers, Forward Purchasers and Fo…

EX-5.1 · ef20075554_ex5-1.htm

EX-5.1
 3
 ef20075554_ex5-1.htm
 EXHIBIT 5.1

 Exhibit 5.1

 Wilson Sonsini Goodrich & Rosati

 Professional Corporation

 650 Page Mill Road

 Palo Alto, CA 94304-1050

 o: 650.493.9300

 f: 866.974.7329

 June 5, 2026

 Planet Labs PBC

 645 Harrison Street, Floor 4

 San Francisco, California  94107

 Re:

 Registration Statement on Form S-3

 Ladies and Gentlemen:

 We have acted as counsel to Planet Labs PBC, a Delaware public benefit corporation   (the
 “Company”), in connection with the registration of the proposed offer and sale of up to $1,500,000,000 of shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value, pursuant to the Company’s Registration Statement on Form S-3ASR
 (File No. 333-296517) filed on June 5, 2026 (the “Registration Statement”), including the prospectus dated June 5, 2026 included therein (the “Base Prospectus”), which became automatically effective upon filing with the Securities and Exchange
 Commission (the “Commission”), and the prospectus supplement filed on June 5, 2026 (the “Prospectus Supplement”) in connection with the registration pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the Shares.  This
 opinion is being delivered in connection with the Prospectus Supplement.

  

 The offering and sale of the Shares are being made pursuant to the Equity Distribution Agreement (the “Equity Distribution Agreement”), dated as of
 June 5, 2026, by and among the Company, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., BofA Securities, Inc., Cantor Fitzgerald & Co., Citizens JMP
 Securities, LLC, Craig-Hallum Capital Group LLC, Needham & Company, LLC, Northland Securities, Inc., Wedbush Securities Inc., Clear Street LLC, JonesTrading Institutional Services, LLC, Goldman Sachs Bank USA, and Citibank, N.A.

  

 We have examined copies of the Equity Distribution Agreement, the Registration Statement, the Base Prospectus and the prospectus supplement thereto
 related to the offering of the Shares, which prospectus supplement is dated as of June 5, 2026 and has been filed by the Company in accordance with Rule 424(b) promulgated under the Securities Act (the “Prospectus Supplement” and, together with the
 Base Prospectus, the “Prospectus”). We have also examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed.

  

 In such examination, we have also examined instruments, documents, certificates and records that we have deemed relevant and necessary for the basis
 of our opinions hereinafter expressed. In such examination, we have assumed: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the
 truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (d) that the Shares will be sold in compliance with applicable U.S. federal and
 state securities laws and in the manner stated in the Registration Statement and the Prospectus; and (e) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or
 verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

 AUSTIN        BOSTON        BOULDER        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
 YORK        PALO ALTO

 SALT LAKE CITY        SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

  

 Based on such examination, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the
 Company against payment therefor in accordance with the terms of the Equity Distribution Agreement, will be validly issued, fully paid and nonassessable.

 We express no opinion as to the laws of any other jurisdiction, other than the federal laws of the United States of America and the Delaware General Corporation Law .

 We hereby consent to the filing of this opinion as an exhibit to the Company’s Current
 Report on Form 8-K, filed on or about June 5, 2026 , for incorporation by reference into the Registration Statement. In giving such consent, we do not thereby 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.

  

 Sincerely,

  
  

  

 /s/ Wilson Sonsini Goodrich & Rosati, P.C.

  
  

  

 WILSON SONSINI GOODRICH & ROSATI

  

 Professional Corporation