Common use of Additional Terms applicable to the Transaction Clause in Contracts

Additional Terms applicable to the Transaction. Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants, the Warrant Entitlement and the composition of the Shares; provided that the parties agree that (x) open market Share repurchases at prevailing market prices or (y) accelerated share repurchases, forward contracts or similar transactions (at, below or not significantly above prevailing market prices) that are entered into in accordance with customary, arm’s length terms for transactions of such type to repurchase the Shares (and, in the case of this clause (y), through a dealer), shall not be considered a Potential Adjustment Event as long as the number of Shares so repurchased does not exceed 12.5% of total Shares outstanding per annum. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(e) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions. For the avoidance of doubt, Calculation Agent Adjustment and the provisions in Section 9(e) of this Confirmation shall continue to apply until the obligations of the parties (including any obligations of Company pursuant to Section 9(p)(ii) of this Confirmation) under the Transaction have been satisfied in full. Extraordinary Events applicable to the Transaction:

Additional Terms applicable to the Transaction. Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment; provided that the parties hereto agree that any (i) repurchases by or on behalf of the Company of Shares through a dealer pursuant to forward contracts, accelerated share repurchase contracts or similar derivatives transactions that are entered into at prevailing market prices, volume-weighted average prices or discounts thereto and on customary terms for transactions of such type to repurchase Shares or (ii) open market Share repurchases by or on behalf of the Company at prevailing market prices (clause (i) and clause (ii) together, “Share Repurchases”), for which the aggregate purchase price together with the aggregate purchase price for all other Share Repurchases made in the immediately preceding twelve-month period, does not exceed 10% of the market capitalization of the Issuer (measured at the time of execution of such Share Repurchase) shall not be considered Potential Adjustment Events. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants, Warrants or the Warrant Entitlement and the composition of the Shares; provided that the parties agree that (x) open market Share repurchases at prevailing market prices or (y) accelerated share repurchases, forward contracts or similar transactions (at, below or not significantly above prevailing market prices) that are entered into in accordance with customary, arm’s length terms for transactions of such type to repurchase the Shares (and, in the case of this clause (y), through a dealer), shall not be considered a Potential Adjustment Event as long as the number of Shares so repurchased does not exceed 12.5% of total Shares outstanding per annumEntitlement. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(e9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions. For the avoidance of doubt, Calculation Agent Adjustment and the provisions in Section 9(e) of this Confirmation shall continue to apply until the obligations of the parties (including any obligations of Company pursuant to Section 9(p)(ii) of this Confirmation) under the Transaction have been satisfied in full. Extraordinary Events applicable to the Transaction:

Additional Terms applicable to the Transaction. Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment; provided that the parties hereto agree that any (i) repurchases by or on behalf of the Company of Shares through a dealer pursuant to forward contracts, accelerated share repurchase contracts or similar derivatives transactions that are entered into at prevailing market prices, volume-weighted average prices or discounts thereto and on customary terms for transactions of such type to repurchase Shares or (ii) open market Share repurchases by or on behalf of the Company at prevailing market prices (clause (i) and clause (ii) together, “Share Repurchases”), for which the aggregate purchase price together with the aggregate purchase price for all other Share Repurchases made in the immediately preceding twelve-month period, does not exceed 10% of the market capitalization of the Issuer (measured at the time of execution of such Share Repurchase) shall not be considered Potential Adjustment Events. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants, the Warrant Entitlement and the composition of the Shares; provided that the parties agree that (x) open market Share repurchases at prevailing market prices or (y) accelerated share repurchases, forward contracts or similar transactions (at, below or not significantly above prevailing market prices) that are entered into in accordance with customary, arm’s length terms for transactions of such type to repurchase the Shares (and, in the case of this clause (y), through a dealer), shall not be considered a Potential Adjustment Event as long as the number of Shares so repurchased does not exceed 12.5% of total Shares outstanding per annumEntitlement. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(e9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions. For the avoidance of doubt, Calculation Agent Adjustment and the provisions in Section 9(e) of this Confirmation shall continue to apply until the obligations of the parties (including any obligations of Company pursuant to Section 9(p)(ii) of this Confirmation) under the Transaction have been satisfied in full. Extraordinary Events applicable to the Transaction:

Additional Terms applicable to the Transaction. Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants, Warrants and the Warrant Entitlement and the composition of the SharesEntitlement; provided that the parties agree that (x) open market Share repurchases at prevailing market prices or (y) accelerated share repurchases, forward contracts or similar transactions (at, below or not significantly above prevailing market prices) that are entered into in accordance with customary, arm’s 's length terms for transactions of such type to repurchase the Shares (and, in the case of this clause (y), through a dealer), shall not be considered a Potential Adjustment Event as long as the number of Shares so repurchased does not exceed 12.510% of total Shares outstanding per annumannum and the aggregate number of such Shares repurchased during the term of the Transaction does not exceed 25 million Shares, as adjusted by the Calculation Agent to account for any subdivision or combination with respect to the Shares. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(e‎9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions. For the avoidance of doubt, Calculation Agent Adjustment and the provisions in Section 9(e) of this Confirmation shall continue to apply until the obligations of the parties (including any obligations of Company pursuant to Section 9(p)(ii) of this Confirmation) under the Transaction have been satisfied in full. Extraordinary Events applicable to the Transaction:

Additional Terms applicable to the Transaction. Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants, Warrants and the Warrant Entitlement and the composition of the SharesEntitlement; provided that the parties agree that (x) open market Share repurchases at prevailing market prices or (y) accelerated share repurchases, forward contracts or similar transactions (at, below or not significantly above prevailing market prices) that are entered into in accordance with customary, arm’s 's length terms for transactions of such type to repurchase the Shares (and, in the case of this clause (y), through a dealer), shall not be considered a Potential Adjustment Event as long as the number of Shares so repurchased does not exceed 12.510% of total Shares outstanding per annumannum and the aggregate number of such Shares repurchased during the term of the Transaction does not exceed 25 million Shares, as adjusted by the Calculation Agent to account for any subdivision or combination with respect to the Shares. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(e9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions. For the avoidance of doubt, Calculation Agent Adjustment and the provisions in Section 9(e) of this Confirmation shall continue to apply until the obligations of the parties (including any obligations of Company pursuant to Section 9(p)(ii) of this Confirmation) under the Transaction have been satisfied in full. Extraordinary Events applicable to the Transaction:

Additional Terms applicable to the Transaction. Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment, provided that any adjustment shall be made in good faith and in a commercially reasonable manner. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants, Warrants and the Warrant Entitlement and the composition of the SharesEntitlement; provided that the parties agree that (x) open market Share repurchases at prevailing market prices or (y) accelerated share repurchases, forward contracts or similar transactions (at, below or not significantly above prevailing market pricesprices after taking into account commercially reasonable and customary adjustments, if any, to the terms of such accelerated share repurchases, forward contracts or similar transactions) that are entered into in accordance with customary, arm’s length terms for transactions of such type to repurchase the Shares (and, in the case of this clause (y), through a dealerdealer or other nationally recognized financial institution), shall not be considered a Potential Adjustment Event as long as the number of Shares so repurchased does not exceed 12.520% of total Shares outstanding per annumannum and the aggregate number of such Shares repurchased during the term of the Transaction does not exceed 12.5 million Shares. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(e9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions. For the avoidance of doubt, Calculation Agent Adjustment and the provisions in Section 9(e) of this Confirmation shall continue to apply until the obligations of the parties (including any obligations of Company pursuant to Section 9(p)(ii) of this Confirmation) under the Transaction have been satisfied in full. Extraordinary Events applicable to the Transaction:

Additional Terms applicable to the Transaction. Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants, Warrants and the Warrant Entitlement and the composition of the SharesEntitlement; provided that the parties agree that (x) open market Share repurchases at prevailing market prices or (y) accelerated share repurchases, forward contracts or similar transactions (at, below or not significantly above prevailing market prices) that are entered into in accordance with customary, arm’s length terms for transactions of such type to repurchase the Shares (and, in the case of this clause (y), through a dealer), shall not be considered a Potential Adjustment Event as long as the number of Shares so repurchased does not exceed 12.520% of total Shares outstanding per annumannum and the aggregate number of such Shares repurchased during the term of the Transaction does not exceed 12.5 million Shares. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(e9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions. For the avoidance of doubt, Calculation Agent Adjustment and the provisions in Section 9(e) of this Confirmation shall continue to apply until the obligations of the parties (including any obligations of Company pursuant to Section 9(p)(ii) of this Confirmation) under the Transaction have been satisfied in full. Extraordinary Events applicable to the Transaction:

Additional Terms applicable to the Transaction. Adjustments applicable to the Transaction: Method of Adjustment: Calculation Agent Adjustment. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants, the Warrant Entitlement and the composition of the SharesExpiration Dates; provided that the parties agree that (x) open market Share repurchases at prevailing market prices or (y) accelerated share repurchases, forward contracts or similar transactions (at, below or not significantly above prevailing market prices) that are entered into in accordance with customary, arm’s length terms for transactions of such type to repurchase the Shares (and, in the case of this clause (y), through a dealer), ) shall not be considered a Potential Adjustment Event as long as the number of Shares so repurchased does not exceed 12.515% of total Shares outstanding per annumannum in respect of clause (x) or 5% of total Shares outstanding per annum in respect of clause (y). Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be governed by Section 9(e9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions. For the avoidance of doubt, Calculation Agent Adjustment and the provisions in Section 9(e) of this Confirmation shall continue to apply until the obligations of the parties (including any obligations of Company pursuant to Section 9(p)(ii) of this Confirmation) under the Transaction have been satisfied in full. Extraordinary Events applicable to the Transaction: