Common use of Additional Termination Event Clause in Contracts

Additional Termination Event. (i) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstanding.

Additional Termination Event. Promptly (but in any event within ten Scheduled Trading Days) following any repurchase, redemption, exchange or conversion (which conversion occurs prior to March 1, 2028) of any of Counterparty’s [__]% Convertible Senior Notes due 2028 (the “Convertible Notes”) issued pursuant to Counterparty’s indenture (the “Indenture”) to be dated May 11, 2023 between Counterparty and U.S. Bank Trust Company, National Association as trustee, Counterparty may notify Dealer in writing of (i) such repurchase, redemption, exchange or conversion, (ii) the number of Convertible Notes so repurchased, redeemed, exchanged or converted and (iii) the number of Shares underlying each USD 1,000 principal amount of Convertible Notes (excluding, for the avoidance of doubt, any Shares by which the “conversion rate” for such Convertible Notes may be increased as a result of a “make-whole fundamental change” or a notice of redemption) (any such notice, a “Repurchase Notification” and any such event, a “Repurchase Event”)[; provided that any “Repurchase Notification” delivered to Dealer pursuant to the Base Capped Call Transaction Confirmation letter agreement dated [__], 2023 between Dealer and Counterparty (the “Base Call Option Confirmation”) shall be deemed to be a Repurchase Notification pursuant to this Confirmation and the terms of such Repurchase Notification shall apply, mutatis mutandis, to this Confirmation]3. Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under Confirmation, the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of (x) any Convertible Notes Repurchase Notice Notification, within the applicable time period set forth in the preceding sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repurchase Notification, Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall constitute an Additional Termination Event as provided in this Section 9(h)(ii)paragraph. Upon receipt of any such Convertible Notes Repurchase NoticeNotification and the related written representation and warranty, Dealer shall promptly designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) Notification as an Early Termination Date with respect to the portion of the this Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of (A) [(x) )] [__]% of the aggregate principal amount number of such Shares underlying the number of Convertible Notes specified in such Convertible Notes Repurchase NoticeNotification, divided by USD 1,000the Option Entitlement[, minus (y) the number of “Repurchase Options Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17Notes (and for the purposes of determining whether any Options under this Confirmation or under, and as defined in, the Base Call Option Confirmation will be among the Repurchase Options hereunder or under, and as defined in, the Base Call Option Confirmation, the number of Convertible Notes specified in such Repurchase Notification shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated)]4 and (B) the aggregate Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the aggregate Number of Options shall be reduced by the number of Repurchase OptionsOptions on a pro rata basis across all Components, as determined by the Calculation Agent in good faith and in a commercially reasonable manner. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the this Transaction and a an aggregate Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party)Transaction. “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included 3 Include in Additional Call Option ConfirmationConfirmation only. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, 4 Include in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstandingAdditional Call Option Confirmation only.

Additional Termination Event. (i) Notwithstanding anything Will apply to the contrary in this Confirmation if an event Seller and to Counterparty. The occurrence of default with respect to Counterparty occurs under the terms any of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default following events shall constitute an Additional Termination Event applicable Event: (a) The Business Combination fails to close on or before the Transaction and, with respect to such Additional Termination Event, earlier of (A) Counterparty shall be deemed to be the sole Affected Party, (Bi) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Agreement End Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option ConfirmationMerger Agreement) (as such Agreement End Date may be amended or extended from time to time) and (ii) two (2) weeks following the date hereof; and (b) The Merger Agreement is terminated prior to the closing of the Business Combination; and (c) Upon the occurrence of any Material Adverse Change of the Counterparty; and (d) Where Counterparty receives by the date of closing of the Business Combination an amount less than $100 million of the proceeds pursuant to the Subscription Agreements, dated as of December 15, 2021, entered into by the Counterparty and certain investors (the “PIPE Investors”), pursuant to which Counterparty shall issue and sell to the PIPE Investors an aggregate of 11,100,00 shares of Class A common stock, for a total of $111,000,000. Notwithstanding anything contrary contained herein, if anythis Transaction terminates due to the occurrence of any of the foregoing Additional Termination Events, that relate to such Convertible Notes]17, and (B) then Counterparty shall purchase the Number of Options as of Shares from Seller at the date Dealer designates Redemption Price, with such Early Termination Date andShares being treated as, as of such dateand deemed to be, the Number of Options shall be reduced redeemed by the number of Repurchase Options. Any payment hereunder Counterparty in all material respects including with respect to such termination (payment to Seller from the “Repurchase Unwind Payment”) Trust Account, and shall pay to Seller all Break-Up Fees, which amounts shall be calculated pursuant to Section 6 due and payable immediately following the occurrence of the Agreement as if (1) an Early Additional Termination Date had been designated Event. Subject to the immediately following sentence, no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty to Seller in respect of a Transaction having terms identical to the Transaction, including without limitation in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubtdoubt and without limitation, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 no payments will have accrued or be due under Sections 2, 6 or 11 of the Indenture or otherwiseISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) by Counterparty or Indemnification” shall survive any termination due to the occurrence of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any either of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in foregoing Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstandingTermination Events.

Additional Termination Event. The following Additional Termination Event will apply: (i) Notwithstanding anything BSFP fails to comply with the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes Rating Agency Downgrade provision as set forth in Section 6.01 16 below. For purposes of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenturethis Agreement, then such event of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty BSFP shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event. (ii) If the Trustee is unable to pay its Class A Certificates or fails or admits in writing its inability to pay its Class A Certificates as they become due, then an Additional Termination Event shall have occurred with respect to Counterparty and (3) the terminated portion of the Transaction were Counterparty shall be the sole Affected Transaction Party with respect to such Additional Termination Event. (andiii) If, for at any time, the avoidance Majority Class CE Certificateholder or the Master Servicer purchases the Mortgage Loans pursuant to Section 10.01 of doubtthe Pooling and Servicing Agreement, then an Additional Termination Event shall have occurred with respect to Counterparty and Counterparty shall be the sole Affected Party with respect to such Additional Termination Event; provided, however, that notwithstanding the provisions of Section 9(ksection 6(b)(iv) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture ISDA Form Master Agreement, either BSFP or otherwise) by Counterparty or any of its subsidiaries, may designate an Early Termination Date (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid such date shall not be prior to the final maturity date Distribution Date under the Pooling and Servicing Agreement) in respect of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or this Additional Termination Event. (iv) any Convertible Notes are exchanged by or for If, upon the benefit occurrence of the Holders a Swap Disclosure Event (as defined in the Section 17 Included in Additional Call Option Confirmation. Indenturebelow) thereof for any other securities of Counterparty or BSFP has not, within ten (10) days after such Swap Disclosure Event complied with any of its Affiliates (or any other propertythe provisions set forth in Section 17 below, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture then an Additional Termination Event shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant with respect to any Excluded Provision BSFP and (3) BSFP shall be the corresponding Convertible Notes remain outstandingsole Affected Party with respect to such Additional Termination Event.

Additional Termination Event. (i) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default shall The following will constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction where Party B shall be the sole Affected Transaction Party and (C) Dealer all Transactions shall be the party entitled to designate an Early Termination Date pursuant to Section 6(bAffected Transactions: (i) of the Agreement (which Early Termination Date shall be on or Party A as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration)a Secured Party. (ii1) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event Party B’s obligations to Party A under the Agreement fail to be secured by a valid and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, perfected lien on and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined security interest in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17, and (B) Collateral on a pari passu basis with the Number of Options as of Lender under the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repurchase OptionsCredit Agreement, (2) Counterparty were all or substantially all of the sole Affected Collateral is released from the liens of the relevant Loan Documents without the prior written consent of Party with respect to such Additional Termination Event and A, (3) (A) the liabilities of any Credit Support Provider of Party B in respect of its guarantee obligations under the relevant Loan Documents are terminated portion without the prior written consent of Party A or (B) any Credit Support Provider of Party B is released from its guarantee obligations under the relevant Loan Documents without the prior written consent of Party A, (4) the obligations or liabilities of Party B or any of its Credit Support Providers under this Agreement and the Party B CSD are deemed subordinate to or junior in right or priority of payment to any of the Transaction were Loans under the sole Affected Transaction Loan Documents (and, for the avoidance of doubt, if there are multiple tranches of Loans, the provisions of Section 9(kmost senior tranche), (5) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty Party B or any of its subsidiariesCredit Support Providers takes any action, (ii) any Convertible Notes are delivered including but not limited to Counterparty in exchange for delivery actions relating to the release of any property all or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any substantially all of the Convertible Notes is repaid prior Collateral, that render its obligations or liabilities under this Agreement or the Party B CSD as unsecured indebtedness; or (6) the obligations and liabilities of Party B and its Credit Support Providers under this Agreement and the relevant Party B CSD cease to constitute the final maturity date obligations of the Convertible Notes Loan Parties or cease to rank pari passu with and equal in right and priority of payment with the Loans under the Loan Documents (other than upon acceleration of the Convertible Notes described in Section 9(h)(i))and, or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect if there are multiple tranches of such Affected Transaction pursuant to Section 6 of the AgreementLoans, the Calculation Agent shall assume most senior tranche); each event specified in clauses (1) through (6) above shall be specified a “Collateralization Event”); provided that such Collateralization Event shall not be an Additional Termination Event if an ISDA Credit Support Annex (the relevant Repurchase Event “CSA”): (i) is agreed to by Party A and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or Party B on behalf of Counterparty leading thereto had not occurred, terms and conditions reasonably satisfactory to Party A and (2ii) no adjustments is executed and delivered between Party A and Party B at least 1 day prior to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstandingCollateralization Event.

Additional Termination Event. (i) Notwithstanding anything will apply. In addition to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as Additional Termination Events set forth in Section 6.01 Part 5(e) of this Agreement, the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default shall following will each constitute an Additional Termination Event applicable to Event: (i) Any of the Transaction andDocuments are modified without Party A's prior written consent, with respect and such modification, in the opinion of Party A (A) has the effect that immediately after such modification Party A would be reasonably required to pay more or receive less if Party A were to replace itself as swap counterparty under a Transaction than it would otherwise have been required to prior to such modification; (B) has the effect of altering the amount, timing or priority of any payments or deliveries due from Party B to Party A or from Party A to Party B; or (C) has a material adverse effect on the rights of Party A under the Transaction Documents (including for the avoidance of doubt and without limitation, its rights and obligations under this Agreement and its regulatory treatment of this Agreement and the Transactions hereunder). For the purpose of this Additional Termination Event, Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions. Any payments owed to either party under Section 6(e) of this Agreement as a result of such Additional Termination Event shall be made without regard to the effect of any such modification. COPY (ii) Any of the Transaction Documents becomes void or unenforceable and, in the opinion of Party A, acting in good faith and a commercially reasonable manner, this results in a material adverse effect on the rights of Party A under the Transaction Documents or this Agreement. For the purpose of this Additional Termination Event, Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions. (iii) Irrevocable notice is given by the Issuer that a redemption in full of the Class A Notes will occur (A) Counterparty pursuant to (x) Condition 7.4 (Optional Redemption of the Class A Notes in Full) or (y) Condition 7.5 (Optional Redemption of the Class A Notes for Taxation or Other Reasons) of the terms and conditions thereof or (B) for any other reasons. For the purpose of this Additional Termination Event: (A) Party B shall be deemed to be the sole Affected Party, except that for the purpose of Section 6(b)(iv) only, both parties shall be Affected Parties; (B) the Transaction all Transactions shall be the sole Affected Transaction and Transactions; (C) Dealer shall be notwithstanding Sections 6(b)(iv) and 6(c), the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction Transactions shall be deemed to occur on the date of redemption of the Class A Notes; and (D) notwithstanding Section 6(d)(ii), the amount (if any) determined pursuant to Section 6 of 6(e) will be due and payable on the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstandingEarly Termination Date.

Additional Termination Event. (i) Notwithstanding anything will apply. In addition to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as Additional Termination Events set forth in Section 6.01 Part 5(e) of this Agreement, the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default shall following will each constitute an Additional Termination Event applicable to Event: (i) Any of the Transaction andDocuments are modified without Party A's prior written consent, with respect and such modification (A) has the effect that immediately after such modification Party A would be reasonably required to pay more or receive less if Party A were to replace itself as swap counterparty under a Transaction than it would otherwise have been required to prior to such modification; (B) has the effect of altering the amount, timing or priority of any payments or deliveries due from Party B to Party A or from Party A to Party B; or (C) in the opinion of Party A, acting in good faith and a commercially reasonable manner, has a material adverse effect on the rights of Party A under the Transaction Documents. For the purpose of this Additional Termination Event, Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions. (ii) Any of the Transaction Documents become void or unenforceable and, in the opinion of Party A, acting in good faith and a commercially reasonable manner, this results in a material adverse effect on the rights of Party A under the Transaction Documents or this Agreement. For the purpose of this Additional Termination Event, Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions. (iii) Irrevocable notice is given by the Issuer that a redemption of the Class A Notes will occur pursuant to (x) Condition 7.3 (Optional Redemption of the Class A Notes in Full) or (y) Condition 7.4 (Optional Redemption of the Class A Notes for Taxation or Other Reasons) of the terms and conditions thereof. For the purpose of this Additional Termination Event: (A) Counterparty Party B shall be deemed to be the sole Affected Party, (Bexcept that for the purpose of Section 6(b)(iv) the Transaction only, both parties shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstanding.Parties;

Additional Termination Event. (i) Notwithstanding anything Will apply to the contrary in this Confirmation if an event Seller and to Counterparty. The occurrence of default with respect to Counterparty occurs under the terms any of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default following events shall constitute an Additional Termination Event applicable Event: (a) The Business Combination fails to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be close on or as promptly as reasonably practicable after Dealer becomes aware of before the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Outside Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option ConfirmationMerger Agreement) (as such Outside Date may be amended or extended from time to time), if any, that relate to such Convertible Notes]17, ; and (Bb) The Merger Agreement is terminated prior to the Number of Options as closing of the date Dealer designates such Early Termination Date andBusiness Combination; and (c) If it is, or, as a consequence of such datea change in law, regulation or interpretation, it becomes or will become, unlawful for the Number Seller or Counterparty to perform any of Options its obligations contemplated by the Transaction; and (d) Upon the occurrence of any Material Adverse Change of the Counterparty; and Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) Indemnification” shall survive any termination due to the occurrence of either of the foregoing Additional Termination Events. Upon any termination that occurs following the closing of the Business Combination due to paragraph (c) or (d) above, Counterparty shall be reduced by obligated to promptly accept for redemption all of Seller’s Shares in exchange for the number of Repurchase OptionsInitial Price. Any payment hereunder with respect to such termination (Except as set forth in the “Repurchase Unwind Payment”) immediately preceding sentence, in all other circumstances no further payments or deliveries shall be calculated pursuant due by either Seller to Section 6 of the Agreement as if (1) an Early Termination Date had been designated Counterparty or Counterparty to Seller in respect of a Transaction having terms identical to the Transaction, including without limitation in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubtdoubt and without limitation, no payments will have accrued or be due under Sections 2, 6 or 11 of the provisions ISDA Form. Material Adverse Change: Means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences has had a materially adverse effect on the business, assets, financial condition or results of Section 9(k) shall apply operations of the Counterparty and its subsidiaries, taken as a whole; provided, however, that no change, event, occurrence or effect arising out of or related to any amount that is payable by Dealer to Counterparty of the following, alone or in combination, shall be taken into account in determining whether a Material Adverse Change pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that has occurred: (i) any Convertible Notes are repurchased acts of war (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty not declared), sabotage, military or para-military actions or terrorism, or any escalation or worsening of its subsidiariesany such acts, or changes in global, national or regional political or social conditions; (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty earthquakes, hurricanes, tornados, epidemics and pandemics declared by the World Health Organization or any of its subsidiaries other reputable third party organization (howsoever described), including the COVID-19 virus) or other natural or man-made disasters; (iii) any principal of any changes attributable to the public announcement or pendency of the Convertible Notes is repaid prior to transactions contemplated herein (including the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(iimpact thereof on relationships with customers, suppliers, employees or governmental authorities)), or ; (iv) any Convertible Notes are exchanged changes or proposed changes in law, regulations or interpretations thereof or decisions by or for the benefit of the Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty courts or any of its Affiliates governmental authority; (v) changes or proposed changes in GAAP (or any other propertyinterpretation thereof); (vi) any downturn in general economic conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates or the price of any security, market index or commodity), in each case, in the United States or anywhere else in the world; (vii) events or conditions generally affecting the industries and markets in which the Counterparty operates; (viii) any failure to meet any projections, forecasts, estimates, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying such failure (unless otherwise excluded by the other clauses of this proviso) has resulted in a Material Adverse Change; or (ix) any combination thereof) pursuant actions expressly required to any exchange offer be taken, or similar transaction; provided that any conversion of Convertible Notes expressly required not to be taken, pursuant to the terms hereof; provided, however, that if a change or effect related to clause (ii) or clauses (iv) through (vii) disproportionately adversely affects the Counterparty and its subsidiaries, taken as a whole, compared to other Persons operating in the same industry as the Counterparty, then such disproportionate impact may be taken into account in determining whether a Material Adverse Change has occurred. Governing Law: New York law (without reference to choice of law doctrine). Credit Support Document: With respect to Seller and Counterparty, None. Credit Support Provider: With respect to Seller and Counterparty, None. Local Business Days: Seller specifies the following places for the purposes of the Indenture shall not constitute a Repurchase Eventdefinition of Local Business Day as it applies to it: New York. For Counterparty specifies the avoidance of doubt, in determining following places for the amount payable in respect of such Affected Transaction pursuant to Section 6 purposes of the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf definition of Counterparty leading thereto had not occurred, (2) no adjustments Local Business Day as it applies to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstandingit: New York.

Additional Termination Event. (i) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default The following shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such either Party A or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (Aas defined in Part 5 hereof) Counterparty pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the sole Affected Party, (BParty for the purposes of Section 6(b)(iv) the Transaction shall be the sole Affected Transaction only but for no other purpose and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities lawstherefore, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) no Early Termination Date shall apply to any amount that is occur and no early termination payment shall be payable by Dealer or to Counterparty pursuant to this either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 9(h)(ii) as if Counterparty was not the Affected Party6(b)(iv). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 exercise of the Agreement, the Calculation Agent Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall assume (1) the relevant Repurchase not constitute an Additional Termination Event with respect to Party A or Party B and any conversions, adjustments, agreements, payments, deliveries or acquisitions no Early Termination Date shall occur and no early termination payment shall be payable by or on behalf to either party in connection with such exercise. For the avoidance of Counterparty leading thereto had not occurreddoubt, (2) no adjustments a transfer of the Relevant Notes to the Conversion Rate have occurred pursuant A1 Note Conditional Purchaser (as defined in the Conditions) in accordance with Condition 5(i) (A1 Note Mandatory Transfer Arrangements) shall not constitute an Additional Termination Event with respect to any Excluded Provision Party A or Party B and (3) the corresponding Convertible Notes remain outstandingno Early Termination Date shall occur and no early termination payment shall be payable by or to either party in connection with such a transfer.

Additional Termination Event. (i) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms will apply. Each of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default following events shall constitute an Additional Termination Event applicable hereunder: (i) An amendment and/or supplement to any Transaction Document is made without the prior written consent of Party A if such consent is required under such Transaction andDocuments and such amendment and/or supplement would materially and adversely affect Party A. For purposes of Section 6 of this Agreement, with respect to such Additional Termination Event, (A) Counterparty Party B shall be deemed to be the sole Affected Party, . (Bii) [Reserved]. (iii) The Investor Notes shall be accelerated and/or Collateral shall be liquidated in accordance with the Transaction Documents following an “Event of Default” thereunder, or there shall occur an optional redemption or other prepayment of the Investor Notes in full prior to their stated maturity dates. For purposes of Section 6 of this Agreement, Party B shall be the sole Affected Transaction Party and the Early Termination Date (Cin the case of an optional redemption or prepayment) Dealer shall occur not earlier than the third Local Business Day prior to the applicable redemption or prepayment date. (iv) Following an S&P Substitution Event, each Relevant Entity shall fail to take action that satisfies Part 5(l)(A) hereof within the time period specified in Part 5(l)(A) (provided that the occurrence of any such Additional Termination Event shall have no effect on Party A’s duty to perform its obligations hereunder prior to actual termination of this Agreement), in which event Party A shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration)sole Affected Party. (iiv) Promptly Party A fails to comply with or perform any obligation to be complied with or performed by Party A in accordance with the Credit Support Annex (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (other than any such notice, a “Convertible Notes Repurchase Notice”); provided obligation that any such Convertible Notes Repurchase Notice shall contain applies to Party A solely because an acknowledgment by Counterparty of its responsibilities under applicable securities laws, S&P Substitution Event has occurred) and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) either (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus ▇▇▇▇▇’▇ Second Trigger Event has not occurred or (y) the number ▇▇▇▇▇’▇ Second Trigger Event has occurred but has been continuing for less than 30 Business Days. For purposes of Repurchase Options Section 6 of this Agreement, Party A shall be the sole Affected Party. (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17vi) A ▇▇▇▇▇’▇ Second Trigger Event has occurred and has been continuing for at least 30 Local Business Days, and (Bi) at least one Eligible Replacement has made a Firm Offer to be the Number Transferee under Part 5(k)(ii) below (but only if such Firm Offer then remains capable of Options as becoming legally binding upon acceptance) and/or (ii) at least one Eligible Replacement has made a Firm Offer that would, assuming the occurrence of the date Dealer designates such an Early Termination Date andDate, qualify as a Market Quotation (on the basis that paragraphs (i) and (iii) in Part 1(l) above apply) and which remains capable of such date, the Number becoming legally binding upon acceptance. For purposes of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repurchase Optionsthis Agreement, (2) Counterparty were Party A shall be the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstanding.

Additional Termination Event. (i) Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default The following shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such either Party A or Party B: "Repayment pursuant to any Applicable Laws or Regulations. An Additional Termination Event shall be deemed to have occurred in circumstances where payment is made by a party but is subsequently required to be repaid pursuant to any applicable laws or regulations." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and the party receiving the amounts so repaid shall be the sole Affected Party. The following shall constitute an Additional Termination Event with respect to Party B: "Redemption and Prepayment of the Notes for Taxation and Other Reasons. Party B exercises its option to redeem the Notes (Aas defined in Part 5 hereof) Counterparty pursuant to and in accordance with Condition 5(c) (Redemption for Taxation or Other Reasons) in whole in accordance with their terms prior to maturity." In connection with this Additional Termination Event, all Transactions shall be Affected Transactions and Party B shall be the sole Affected Party provided that the provisions of Section 6(b)(iv) will be amended such that Party A shall be deemed to be the sole Affected Party, (BParty for the purposes of Section 6(b)(iv) the Transaction shall be the sole Affected Transaction only but for no other purpose and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities lawstherefore, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]17, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect to such termination (the “Repurchase Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(k) no Early Termination Date shall apply to any amount that is occur and no early termination payment shall be payable by Dealer or to Counterparty pursuant to this either party in connection with such Additional Termination Event unless Party B designates an Early Termination Date under Section 9(h)(ii) as if Counterparty was not the Affected Party6(b)(iv). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 of the Indenture or otherwise) by Counterparty or any of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 exercise of the Agreement, the Calculation Agent Issuer's rights under Condition 5(d) (Optional Redemption in Full) shall assume (1) the relevant Repurchase not constitute an Additional Termination Event with respect to Party A or Party B and any conversions, adjustments, agreements, payments, deliveries or acquisitions no Early Termination Date shall occur and no early termination payment shall be payable by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstandingeither party in connection with such exercise.

Additional Termination Event. (i) Notwithstanding anything Will apply to the contrary in this Confirmation if an event Seller and to Counterparty. The occurrence of default with respect to Counterparty occurs under the terms any of the Convertible Notes as set forth in Section 6.01 of the Indenture and such event of default results in the Convertible Notes becoming or being declared due and payable pursuant to the Indenture, then such event of default following events shall constitute an Additional Termination Event applicable Event: (a) The Business Combination fails to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be close on or as promptly as reasonably practicable after Dealer becomes aware of before the occurrence of such acceleration). (ii) Promptly (but in any event within five Scheduled Trading Days) following any Repurchase Event (as defined below), Counterparty may notify Dealer of such Repurchase Event and the aggregate principal amount of Convertible Notes subject to such Repurchase Event (any such notice, a “Convertible Notes Repurchase Notice”); provided that any such Convertible Notes Repurchase Notice shall contain an acknowledgment by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such Repurchase Event and the delivery of such Convertible Notes Repurchase Notice. The receipt by Dealer from Counterparty of any Convertible Notes Repurchase Notice shall constitute an Additional Termination Event as provided in this Section 9(h)(ii). Upon receipt of any such Convertible Notes Repurchase Notice, Dealer shall designate an Exchange Business Day following receipt of such Convertible Notes Repurchase Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable after the related settlement date for the relevant Repurchase Event) as an Early Termination Outside Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal the lesser of (A) (x) the aggregate principal amount of such Convertible Notes specified in such Convertible Notes Repurchase Notice, divided by USD 1,000[, minus (y) the number of Repurchase Options (as defined in the Base Call Option ConfirmationMerger Agreement) (as such Outside Date may be amended or extended from time to time); and (b) The Merger Agreement is terminated prior to the closing of the Business Combination; and (c) If the Merger Agreement is not executed by ten business days after the date hereof; and (e) If it is, or, as a consequence of a change in law, regulation or interpretation, it becomes or will become, unlawful for the Seller to perform any of its obligations contemplated by the Transaction; and (f) Upon the occurrence of and Material Adverse Change of the Counterparty; and (g) The Target has not, prior to the third business day after the date hereof, acknowledged that it has reviewed the terms and conditions of this Confirmation and understands that the company resulting from the consummation of the transactions contemplated by the Merger Agreement will be subject to terms and conditions of the Confirmation and that Seller is entering into the Confirmation in reliance on such acknowledgement. Notwithstanding anything contrary contained herein, if anythis Transaction terminates due to the occurrence of any of the foregoing Additional Termination Events, that relate to such Convertible Notes]17, and (B) then Counterparty shall purchase the Number of Options as of Shares from Seller at the date Dealer designates Initial Price (against which the Prepayment Amount will be credited) with such Early Termination Date andShares being treated as, as of such dateand deemed to be, the Number of Options shall be reduced redeemed by the number of Repurchase Options. Any payment hereunder Counterparty in all material respects including with respect to such termination (payment to Seller from the “Repurchase Unwind Payment”) Trust Account, which amounts shall be calculated pursuant to Section 6 due and payable immediately following the release of the Agreement as if (1) an Early Termination Date had been designated Trust Account in accordance with the terms of the Trust Account. Subject to the immediately following sentence, no further payments or deliveries shall be due by either Seller to Counterparty or Counterparty to Seller in respect of a Transaction having terms identical to the Transaction, including without limitation in respect of any settlement amount, breakage costs or any amounts representing the future value of the Transaction, and neither party shall have any further obligation under the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the Transaction were the sole Affected Transaction (and, for the avoidance of doubtdoubt and without limitation, the provisions of Section 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this Section 9(h)(ii) as if Counterparty was not the Affected Party). “Repurchase Event” means that (i) any Convertible Notes are repurchased (whether pursuant to Section 15.02 no payments will accrue or be due under Sections 2, 6 or 11 of the Indenture or otherwiseISDA Form. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (d) by Counterparty or Indemnification” shall survive any termination due to the occurrence of its subsidiaries, (ii) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (iii) any principal of any either of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than upon acceleration of the Convertible Notes described in Section 9(h)(i)), or (iv) any Convertible Notes are exchanged by or for the benefit of the Holders (as defined in the 17 Included in foregoing Additional Call Option Confirmation. Indenture) thereof for any other securities of Counterparty or any of its Affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that any conversion of Convertible Notes pursuant to the terms of the Indenture shall not constitute a Repurchase Event. For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement, the Calculation Agent shall assume (1) the relevant Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (3) the corresponding Convertible Notes remain outstandingTermination Events.