Common use of Merger Event Clause in Contracts

Merger Event. Applicable. Section 12.1(b) of the Equity Definitions shall be amended by: (a) inserting the words “announcement or occurrence of any transaction or event, or series of transactions or events, that is, results in, or if consummated would result in any” immediately before sub-paragraph (i); and (b) replacing the words “the Merger Date is” in the fourth last line with the words “such Merger Event occurs”. Sections 12.1(i), 12.2(b) and 12.2(d) of the Equity Definitions shall be amended by replacing each instance of the words “Merger Date” with the words “Merger Event”. Section 12.1(i) of the Equity Definitions shall further be amended by replacing the words “promptly scheduled” in the third line with the word “proposed”. Consequences of Merger Events: Share-for-Share: Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Nationalisation, Insolvency or Delisting: Cancellation and Payment Determining Party: [*] Tender Offer: Applicable. Section 12.1(d) of the Equity Definitions shall be amended by: (a) inserting the words “the announcement or occurrence of” before the words “a takeover offer” on the first line; and (b) inserting the words “, or would result if consummated,” after the words “that results” on the second line. Sections 12.1(i), 12.3(a) and 12.3(c) of the Equity Definitions shall be amended by replacing each instance of the words “Tender Offer Date” with the words “Tender Offer” Consequences of Tender Offer: Share-for-Share: Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Composition of Combined Consideration: Not Applicable Additional Disruption Events:

Merger Event. Applicable. ; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions shall be and an Additional Termination Event under paragraph ‎5(f) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.2 of the Equity Definitions or paragraph ‎5(f) will apply; provided further that Section 12.1(b) of the Equity Definitions is hereby amended byby deleting the remainder of Section 12.1(b) following the definition of “Reverse Merger” in subsection (iv) thereof. Share-for-Share: Modified Calculation Agent Adjustment. Share-for-Other: Cancellation and Payment (a) inserting the words “announcement or occurrence Calculation Agent Determination). Share-for-Combined: Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect Component Adjustment. Consequence of any transaction or event, or series of transactions or events, Tender Offers: Tender Offer: Applicable; provided that is, results in, or if consummated would result in any” immediately before sub-paragraph (i); and (b) replacing the words definition of “the Merger Date isTender Offer” in the fourth last line with the words “such Merger Event occurs”. Sections 12.1(i), 12.2(b) and 12.2(d) Section 12.1 of the Equity Definitions shall be amended by replacing each instance of the words “Merger Date” with the words “Merger Event”. Section 12.1(i) of the Equity Definitions shall further be amended by replacing the words “promptly scheduledvoting shares” in the third fourth line thereof with the word “proposedShares”. Consequences ; (ii) the definition of Merger Events: Share-for-Share: Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Nationalisation, Insolvency or Delisting: Cancellation and Payment Determining Party: [*] “Tender Offer: Applicable. Offer Date” in Section 12.1(d) of the Equity Definitions shall be amended by: (a) inserting the words “the announcement or occurrence of” before the words “a takeover offer” on the first line; and (b) inserting the words “, or would result if consummated,” after the words “that results” on the second line. Sections 12.1(i), 12.3(a) and 12.3(c) 12.1 of the Equity Definitions shall be amended by replacing each instance of the words “voting shares” in the first line thereof with the word “Shares”; and (iii) if an event occurs that constitutes both a Tender Offer Date” with under Section 12.1(d) of the words “Tender Offer” Consequences Equity Definitions and an Additional Termination Event under paragraph ‎5(f) of Tender Offer: this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.3 of the Equity Definitions or paragraph ‎5(f) will apply. Share-for-Share: Modified Calculation Agent Adjustment Adjustment. Share-for-Other: Modified Calculation Agent Adjustment Adjustment. Share-for-Combined: Modified Calculation Agent Adjustment Composition of Combined Consideration: Not Applicable Additional Disruption Events:Adjustment.

Merger Event. Applicable. ; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions shall be amended by: (a) inserting the words “announcement or occurrence of any transaction or event, or series of transactions or events, that is, results in, or if consummated would result in any” immediately before sub-paragraph (i); and (b) replacing the words “the Merger Date is” in the fourth last line with the words “such Merger an Additional Termination Event occurs”. Sections 12.1(i), 12.2(b) and 12.2(dunder Section 9(g)(ii)(B) of the Equity Definitions shall be amended by replacing each instance of the words “Merger Date” with the words “Merger Event”this Confirmation, Section 9(g)(ii)(B) will apply. Section 12.1(i) of the Equity Definitions shall further be amended by replacing the words “promptly scheduled” in the third line with the word “proposed”. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment (Calculation Agent Determination) Share-for-Combined: Cancellation and Payment (Calculation Agent Determination); provided that Dealer may elect, in its commercially reasonable judgment, Component Adjustment for all or any portion of the Transaction. Consequence of Tender Offers: Tender Offer: Applicable; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof; provided further that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under Section 9(g)(ii)(A) of this Confirmation, Section 9(g)(ii)(A) will apply. Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment Nationalisation, Insolvency or DelistingConsequences of Announcement Events: Cancellation and Payment Determining Party: [*] Tender Offer: Applicable. Modified Calculation Agent Adjustment as set forth in Section 12.1(d12.3(d) of the Equity Definitions Definitions; provided that, in respect of an Announcement Event, (w) references to “Tender Offer” shall be amended by: (a) inserting the words replaced by references to “the announcement or occurrence ofAnnouncement Event” before the words “a takeover offer” on the first line; and (b) inserting the words “, or would result if consummated,” after the words “that results” on the second line. Sections 12.1(i), 12.3(a) and 12.3(c) of the Equity Definitions shall be amended by replacing each instance of the words references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (x) the fifth and sixth lines shall be deleted in their entirety and replaced with the words “Tender Offereffect on the Warrants of such Announcement Event solely to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Warrants, or other commercially reasonable option pricing inputs”, (y) the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event” Consequences shall be inserted prior to the word “which” in the seventh line and (z) for the avoidance of Tender Offer: Share-for-Share: doubt, the Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Composition shall determine whether the relevant Announcement Event has had a material effect on the Transaction (and, if so, adjust the terms of Combined Consideration: Not Applicable Additional Disruption Events:the Transaction accordingly in a commercially reasonable manner) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any Early Termination Date, any other date of termination or cancellation and/or the date on which any prior Announcement Event is cancelled, withdrawn, discontinued or otherwise terminated, as applicable, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.

Merger Event. Applicable. ; provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions shall be amended by: (a) inserting the words “announcement or occurrence of any transaction or event, or series of transactions or events, that is, results in, or if consummated would result in any” immediately before sub-paragraph (i); and (b) replacing the words “the Merger Date is” in the fourth last line with the words “such Merger an Additional Termination Event occurs”. Sections 12.1(i), 12.2(b) and 12.2(dunder Section 9(h)(ii)(B) of this Confirmation, the Equity Definitions shall be amended by replacing each instance provisions of the words “Merger Date” with the words “Merger Event”Section 9(h)(ii)(B) will apply. Section 12.1(i) of the Equity Definitions shall further be amended by replacing the words “promptly scheduled” in the third line with the word “proposed”. Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment (Calculation Agent Determination) Share-for-Combined: Component Adjustment (Calculation Agent Determination). Consequence of Tender Offers: Tender Offer: Applicable; provided that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under Section 9(h)(ii)(A) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.3 of the Equity Definitions or Section 9(h)(ii)(A) will apply. Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment NationalisationAnnouncement Event: If an Announcement Date occurs in respect of a Merger Event (for the avoidance of doubt, determined without regard to the language in the definition of “Merger Event” following the definition of “Reverse Merger” therein), Tender Offer or a transaction or event or series of transactions or events that, if completed, would lead to a Merger Event or Tender Offer (such occurrence, an “Announcement Event”), then on the earliest of the Expiration Date, Early Termination Date or other date of cancellation (the “Announcement Event Adjustment Date”) in respect of each Warrant, the Calculation Agent will determine the economic effect on such Warrant of the Announcement Event (without duplication of any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement, and regardless of whether the Announcement Event actually results in a Merger Event or Tender Offer, and taking into account such factors as the Calculation Agent may determine, including, without limitation, changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or the Transaction whether prior to or after the Announcement Event or for any period of time, including, without limitation, if applicable, the period from the Announcement Event to the relevant Announcement Event Adjustment Date). If the Calculation Agent determines that such economic effect on any Warrant is material, then on the Announcement Event Adjustment Date for such Warrant, the Calculation Agent may make such adjustment to the exercise, settlement, payment or any other terms of such Warrant as the Calculation Agent determines appropriate to account for such economic effect, which adjustment shall be effective immediately prior to the exercise, termination or cancellation of such Warrant, as the case may be. Announcement Date: The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions is hereby amended by (i) replacing the words “a firm” with the word “any” in the second and fourth lines thereof, (ii) replacing the word “leads to the” with the words “, if completed, would lead to a” in the third and the fifth lines thereof, (iii) replacing the words “voting shares” with the word “Shares” in the fifth line thereof, (iv) inserting the words “by any entity” after the word “announcement” in the second and the fourth lines thereof and (v) inserting the word “potential” following the words “in the case of a” at the beginning of clauses (i) and (ii) therein. Nationalization, Insolvency or Delisting: Cancellation and Payment Determining Party(Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: [*] Tender OfferChange in Law: Applicable. ; provided that (i) Section 12.1(d12.9(a)(ii) of the Equity Definitions shall be is hereby amended by: (a) inserting by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the announcement avoidance of doubt and without limitation, (x) any tax law or occurrence of(y) adoption or promulgation of new regulations authorized or mandated by existing statute),” before the words “a takeover offer” on the first line; and (bii) inserting the words “, or would result if consummated,” after the words “that results” on the second line. Sections 12.1(i), 12.3(a) and 12.3(cSection 12.9(a)(ii)(X) of the Equity Definitions shall be is hereby amended by replacing each instance of the words word “Tender Offer DateShares” with the words phrase “Tender OfferHedge Positions.” Consequences of Tender Offer: Share-for-Share: Calculation Agent Adjustment Share-for-Other: Calculation Agent Adjustment Share-for-Combined: Calculation Agent Adjustment Composition of Combined ConsiderationFailure to Deliver: Not Applicable Additional Disruption EventsInsolvency Filing: Applicable Hedging Disruption: Applicable; provided that: