Common use of Payment by Dealer Clause in Contracts

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Gxxxxxx, Sxxxx & Co., Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83. Yours faithfully, Gxxxxxx, Sachs & Co. By: /s/ Jxxxxxxx Xxxxxxx Name: Jxxxxxxx Xxxxxxx Title: Vice President Accepted and confirmed as of the Trade Date: Gilead Sciences, Inc. By: /s/ Bxxxx X. Xxxxxxxx Name: Bxxxx X. Xxxxxxxx Title: Vice President and General Counsel

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Gxxxxxx, Sxxxx & Co., Equity Derivatives Documentation DepartmentXxxx Xxxxxxxx, Facsimile No. (000) 000-0000/83000-0000. Yours faithfully, GxxxxxxBANK OF AMERICA, Sachs & Co. N.A. By: /s/ Jxxxxxxx Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx Name: Jxxxxxxx Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx Title: Vice President Managing Director Accepted and confirmed as of the Trade Date: Gilead SciencesSHUTTERFLY, Inc. INC. By: /s/ Bxxxx Xxxxx X. Xxxxxxxx Xxxxx Authorized Signatory Name: Bxxxx Xxxxx X. Xxxxxxxx Title: Vice President and General CounselXxxxx

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to GxxxxxxXxxxxxx, Sxxxx Xxxxx & Co., Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83. Yours faithfully, GxxxxxxXxxxxxx, Sachs & Co. By: /s/ Jxxxxxxx Xxxxxxxx Xxxxxxx Name: Jxxxxxxx Xxxxxxxx Xxxxxxx Title: Vice President Accepted and confirmed as of the Trade Date: Gilead Sciences, Inc. By: /s/ Bxxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxx Name: Bxxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxx Title: Senior Vice President and General CounselChief Financial Officer [Signature Page to the Base Warrant Transaction (2014)]

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy by facsimile to Gxxxxxx, Sxxxx & Co., Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83000-0000 (Attention: Equity Division Documentation Unit, by telephone contact 000-000-0000). Yours faithfullyXXXXX FARGO SECURITIES, GxxxxxxLLC, Sachs & Co. acting solely in its capacity as Agent of Wachovia Bank, National Association By: /s/ Jxxxxxxx Xxxxxxx /S/ XXXX XXXXXX XXXXXXX Authorized Signatory Name: Jxxxxxxx Xxxx Xxxxxx Xxxxxxx TitleWACHOVIA BANK NATIONAL ASSOCIATION, by Xxxxx Fargo Securities, LLC, acting solely in its capacity as Agent By: Vice President /S/ XXXX XXXXXX XXXXXXX Authorized Signatory Name: Xxxx Xxxxxx Xxxxxxx Accepted and confirmed as of the Trade Date: Gilead SciencesAVIS BUDGET GROUP, Inc. INC. By: /s/ Bxxxx /S/ XXXXX X. Xxxxxxxx Name: Bxxxx X. Xxxxxxxx Title: Vice President and General CounselXXXXXXX Authorized Signatory

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to GxxxxxxXxxx Xxxxxxxx, Sxxxx & Co.Bank of America, Equity Derivatives Documentation DepartmentN.A., Facsimile No. (000) 000-0000/830000. Yours faithfullyVery truly yours, GxxxxxxBank of America, Sachs & Co. N.A. By: /s/ Jxxxxxxx Xxxxxxx Xxxxxxxxxxx X. Xxxxxxxx Authorized Signatory Name: Jxxxxxxx Xxxxxxx Title: Vice President Xxxxxxxxxxx X. Xxxxxxxx Accepted and confirmed as of the Trade Date: Gilead SciencesExterran Holdings, Inc. By: /s/ Bxxxx X. J. Xxxxxxx Xxxxxxxx Authorized Signatory Name: Bxxxx X. Xxxxxxxx Title: Vice President and General CounselJ. Xxxxxxx Xxxxxxxx

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to Please confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the our agreement between Dealer by signing and Company with respect to the Transaction, by manually signing returning this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Gxxxxxx, Sxxxx & Co., Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83Confirmation. Yours faithfully, Gxxxxxx, Sachs & Co. CREDIT SUISSE INTERNATIONAL By: /s/ Jxxxxxxx Xxxxxxx Bik Xxxx Xxxxx Name: Jxxxxxxx Xxxxxxx Bik Xxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Imperllizeri Name: Xxxxx X. Imperllizeri Title: Authorized Signatory CREDIT SUISSE AG, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Xxxxx X. Imperllizeri Name: Xxxxx X. Imperllizeri Title: Authorized Signatory By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Accepted and confirmed as of the Trade Date: Gilead SciencesSHUTTERFLY, Inc. INC. By: /s/ Bxxxx Xxxxx X. Xxxxxxxx Xxxxx Authorized Signatory Name: Bxxxx Xxxxx X. Xxxxxxxx Title: Vice President and General CounselXxxxx

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy by facsimile to Gxxxxxx, Sxxxx & Co., Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83000-0000 (Attention: Equity Division Documentation Unit, by telephone contact 000-000-0000). Yours faithfullyVery truly yours, GxxxxxxWachovia Capital Markets, Sachs & Co. LLC, acting solely in its capacity as Agent of Wachovia Bank, National Association By: /s/ Jxxxxxxx Xxxxxxx Xxxx Xxxxxx Xxxxxxxx Authorized Signatory Name: Jxxxxxxx Xxxxxxx TitleXxxx Xxxxxx Xxxxxxxx Wachovia Bank, National Association, by Wachovia Capital Markets, LLC, acting solely in its capacity as Agent By: Vice President /s/ Xxxx Xxxxxx Xxxxxxxx Authorized Signatory Name: Xxxx Xxxxxx Xxxxxxxx Accepted and confirmed as of the Trade Date: Gilead SciencesExterran Holdings, Inc. By: /s/ Bxxxx X. J. Xxxxxxx Xxxxxxxx Authorized Signatory Name: Bxxxx X. Xxxxxxxx Title: Vice President and General CounselJ. Xxxxxxx Xxxxxxxx

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to Please confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the our agreement between Dealer by signing and Company with respect to the Transaction, by manually signing returning this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Gxxxxxx, Sxxxx & Co., Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83Confirmation. Yours faithfully, Gxxxxxx, Sachs & Co. CREDIT SUISSE INTERNATIONAL By: /s/ Jxxxxxxx Xxxxxxx Xxxx Xxxx Name: Jxxxxxxx Xxxxxxx Xxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxx X. Imperllizeri Name: Xxxxx X. Imperllizeri Title: Authorized Signatory CREDIT SUISSE AG, NEW YORK BRANCH, AS AGENT FOR CREDIT SUISSE INTERNATIONAL By: /s/ Xxxxx X. Imperllizeri Name: Xxxxx X. Imperllizeri Title: Authorized Signatory By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Vice President Accepted and confirmed as of the Trade Date: Gilead SciencesSHUTTERFLY, Inc. INC. By: /s/ Bxxxx Xxxxx X. Xxxxxxxx Xxxxx Authorized Signatory Name: Bxxxx Xxxxx X. Xxxxxxxx Title: Vice President and General CounselXxxxx

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (aNY) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to 27961/685/CALL.SPREAD/WMGI.WF.addtl.warrant.confirm.doc 31748424_1 Please confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the our agreement between Dealer and Company with respect to the Transaction, by manually signing executing a copy of this Confirmation or this page hereof as evidence of agreement and returning it to such terms and providing the other information requested herein and immediately returning an executed copy to Gxxxxxx, Sxxxx & Co., Equity Derivatives Documentation Department, Facsimile No. (000) us by facsimile at 000-0000/83000-0000 (Attention: Derivatives Structuring Group). Yours faithfullyVery truly yours, GxxxxxxXXXXX FARGO SECURITIES, Sachs & Co. LLC, XXXXX FARGO BANK, NATIONAL ASSOCIATION acting solely in its capacity as Agent By: /s/ Jxxxxxxx Xxxxxxx Xxxxx Fargo Securities, LLC, of Xxxxx Fargo Bank, National Association acting solely in its capacity as its Agent By: /s/Xxxxxxxx Xxxxx By: /s/Xxxxxxxx Xxxxx Name: Jxxxxxxx Xxxxxxx Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Vice President Managing Director Title: Managing Director Accepted and confirmed as of the Trade Datedate first above written: Gilead SciencesXxxxxx Medical Group, Inc. By: /s/ Bxxxx /s/Xxxxx X. Xxxxxxxx Xxxxx Authorized Signatory Name: Bxxxx Xxxxx X. Xxxxxxxx Title: Vice President and General CounselXxxxx (NY) 27961/685/CALL.SPREAD/WMGI.WF.addtl.warrant.confirm.doc

Payment by Dealer. In the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Dealer owes to Company an amount calculated under Section 6(e) of the Agreement, or (ii) Dealer owes to Company, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. Company hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Company with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to GxxxxxxXxxxxxx, Sxxxx Xxxxx & Co., Equity Derivatives Documentation Department, Facsimile No. (000) 000-0000/83. Yours faithfully, GxxxxxxXxxxxxx, Sachs & Co. By: /s/ Jxxxxxxx Xxxxxxxx Xxxxxxx Name: Jxxxxxxx Xxxxxxxx Xxxxxxx Title: Vice President Accepted and confirmed as of the Trade Date: Gilead Sciences, Inc. By: /s/ Bxxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxx Name: Bxxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxx Title: Senior Vice President and General CounselChief Financial Officer