EXHIBIT A
AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS
AGREEMENT made this [7th] day of FEBRUARY, 2024 by and between Delaware Funds by Macquarie,® Optimum Fund Trust and Macquarie ETF Trust listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectively referred to as the “parties”).
WHEREAS, the parties hereto may be deemed to be the direct or indirect beneficial owners of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
WHEREAS, the regulations promulgated under Section 13(d) of the Exchange Act permit the joining of such beneficial owners in the filing of a single Joint Acquisition Statement reporting such ownership to the Securities and Exchange Commission.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. In the event that any two or more parties shall be deemed to be the direct or indirect beneficial owners of the same equity security required to be reported to the Securities and Exchange Commission such parties may join together in the filing of a Joint Acquisition Statement with respect to that security. Additional persons who may after the date hereof be deemed to be the direct or indirect beneficial owners of the same equity security as a party hereto and required to be reported to the Securities and Exchange Commission (a “New Party”) may be added as a party this agreement by signing a counterpart hereof. An amendment to this agreement is deemed effective upon the signature of such new party and the amendment of the applicable Annex which may be affixed to this agreement as amended. Each party hereto agrees that this agreement, as it may be amended from time to time as provided herein, is a valid and binding agreement of each such party.
2. With respect to each Joint Acquisition Statement in which a party joins, each party acknowledges that (a) it will be eligible under applicable regulations of the Securities and Exchange Commission to join in the filing and (b) it will be responsible for the timely filing of such statement and any amendments thereto and the completeness and accuracy of the information concerning such party; but each such party shall not be responsible for the completeness and accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information with respect to such other parties is inaccurate.
3. The parties consent to the inclusion of a copy of this agreement as an exhibit to any Joint Acquisition Statement filed on behalf of any of them.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers as of the date set forth above.
DELAWARE FUNDS® BY MACQUARIE (listed on Annex A hereto)
MACQUARIE ETF TRUST
OPTIMUM FUND TRUST
ATTEST BY:
DELAWARE FUNDS BY MACQUARIE® MACQUARIE ETF TRUST |
| |||
/s/ Marty Wolin | /s/ David Connor | |||
| Signature | Signature | |||
Marty Wolin Chief Compliance Officer |
David Connor General Counsel | |||
| OPTIMUM FUND TRUST | ||||
/s/ William Speacht | /s/ A.G. Ciavarelli | |||
| Signature | Signature | |||
William Speacht Chief Compliance Officer |
A.G. Ciavarelli General Counsel | |||
| MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST | ||||
/s/ Marty Wolin | /s/ David Connor | |||
| Signature | Signature | |||
Marty Wolin Chief Compliance Officer |
David Connor General Counsel | |||
| MACQUARIE MANAGEMENT HOLDINGS, INC. | ||||
/s/ Marty Wolin | /s/ David Connor | |||
| Signature | Signature | |||
Marty Wolin Chief Compliance Officer |
David Connor General Counsel | |||
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THE MACQUARIE PARTIES (LISTED ON ANNEX B HERETO)
ATTEST BY:
/s/ Philip Alexander | /s/ Charles Glorioso | |||
| Signature | Signature | |||
Philip Alexander Associate Director |
Charles Glorioso Division Director | |||
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Annex A— Delaware Funds by Macquarie® and Macquarie ETF Trust
Delaware Group® Adviser Funds
Delaware Group® Cash Reserve
Delaware Group® Equity Funds II
Delaware Group® Equity Funds IV
Delaware Group® Equity Funds V
Delaware Group® Global & International Funds
Delaware Group® Government Fund
Delaware Group® Income Funds
Delaware Group® Limited-Term Government Funds
Delaware Group® State Tax-Free Income Trust
Delaware Group® Tax-Free Fund
Delaware Pooled® Trust
Delaware VIP® Trust
Voyageur Insured Funds
Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds
Voyageur Mutual Funds II
Voyageur Mutual Funds III
Voyageur Tax Free Funds
Ivy Funds
Ivy Variable Insurance Portfolios
Macquarie ETF Trust
Optimum Fund Trust
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Annex B — the Macquarie Parties
Macquarie Group Limited
Macquarie Bank Limited
Macquarie Asset Management Holdings Pty Limited
Macquarie Asset Management US Holdings Pty Limited
Macquarie Affiliated Managers (USA) Inc.
Macquarie Affiliated Managers Holdings (USA) Inc.
Macquarie Americas Holdings Pty Ltd.
Macquarie B.H. Pty Limited
Macquarie FG Holdings Inc.
Macquarie Funding Holdings LLC
Macquarie Investment Management Europe Limited
Macquarie Investment Management Austria Kapitalanlage AG
Macquarie Investment Management Global Limited
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