Direct Stock Purchase and Dividend Reinvestment Plans have historically been offered by companies to provide shareholder benefit.

• Direct Stock Purchase Plan (“DSPP”)
  • Provides the opportunity for shareholders and investors to purchase nominal amounts of stock directly from a company

• Dividend Reinvestment Plan (“DRIP”)
  • For companies that pay a dividend, a DRIP provides the opportunity for shareholders to reinvest dividends and receive stock in lieu of cash

• These plans traditionally enabled shareholders to derive benefit from buying stock directly from a company at current market prices, without paying brokerage fees and commissions
  • Terms for the DSPP or DRIP are simply stated in a prospectus that is filed with the SEC
  • Share issuance is facilitated through drawing down from a shelf or through open market purchases

• Adding a waiver feature to a DSPP provides a company with an opportunistic and cost-effective capital raising tool
  • The waiver feature remains in standby mode until activated by the company
  • An in place framework requires little lead time when a company chooses to raise capital
  • When activated, a company can issue stock “off the shelf” to shareholders and investors who request to purchase an amount greater than the plan-stated maximum