Common use of Rule 10b5-1 Clause in Contracts

Rule 10b5-1. A. The Counterparty represents and warrants to the Investors that Counterparty is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty represents and warrants to the Investors that the Counterparty has not entered into or altered, and agrees that the Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty acknowledges that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. The Counterparty agrees that it will not seek to control or influence the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5- 1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions. The Investors represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. The Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty or any officer, director, manager or similar person of the Counterparty is aware of any material non- public information regarding the Counterparty or the Shares.

Rule 10b5-1. A. i. The Counterparty Company represents and warrants to the Investors that Counterparty Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty Company represents and warrants to the Investors that the Counterparty Company has not entered into or altered, and agrees that the Counterparty Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty Company acknowledges that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. ii. The Counterparty Company agrees that it will not seek to control or influence the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5- 10b5-1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions. The Investors represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. iii. The Counterparty Company acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty Company or any officer, director, manager or similar person of the Counterparty Company is aware of any material non- non-public information regarding the Counterparty Company or the Shares.. [Signature page follows]

Rule 10b5-1. A. The (i) Counterparty represents and warrants to the Investors Seller that Counterparty is not entering into this Agreement the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty represents and warrants to the Investors Seller that the Counterparty has not entered into or altered, and agrees that the Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty acknowledges that it is the intent of the parties that this Agreement the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. The (ii) Counterparty agrees that it will not seek to control or influence the Investors’ Seller’s decision to make any “purchases or sales” (within the meaning of Rule 10b5- 10b5-1(c)(1)(i)(B)(3)) under this Agreementthe Transaction, including, without limitation, the Investors’ Seller’s decision to enter into any hedging transactions. The Investors represent Counterparty represents and warrant warrants that they have it has consulted with their its own advisors as to the legal aspects of its adoption and implementation of this Agreement Confirmation and the Transaction under Rule 10b5-1. C. The (iii) Counterparty and Seller each acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty and Seller each acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty Counterparty, Seller, or any officer, director, manager or similar person of the Counterparty or Seller is aware of any material non- non-public information regarding the Counterparty or the Shares.

Rule 10b5-1. A. The Counterparty represents i) Each Party represent and warrants warrant to the Investors each other Party that Counterparty it is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty each Party hereto represents and warrants to the Investors other Party that the Counterparty it has not entered into or altered, and agrees that the Counterparty it will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty acknowledges Parties acknowledge that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. ii) The Counterparty Company agrees that it will not seek to control or influence the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5- 1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions. The Investors represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. iii) The Counterparty Parties acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected affected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-10b5- 1(c). Without limiting the generality of the foregoing, the Counterparty acknowledges Parties acknowledge and agrees agree that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty such Party or any officer, director, manager or similar person of the Counterparty such Party is aware of any material non- public nonpublic information regarding the Counterparty Company or the Shares.

Rule 10b5-1. A. The Counterparty represents and warrants to the Investors that Counterparty is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty represents and warrants to the Investors that the Counterparty has not entered into or altered, and agrees that the Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty acknowledges that it It is the intent of the parties that this Agreement the Transaction comply with the requirements of paragraphs (c)(1)(i)(ARule 10b5-1(c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) ), and the parties agree that this Agreement Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. The , and Counterparty shall take no action that results in the Transaction not so complying with such requirements. For the avoidance of doubt, the parties hereto acknowledge that entry into any Other ASR Transactions shall not fall within the ambit of the previous sentence. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that it will (A) Counterparty does not seek have, and shall not attempt to control exercise, any influence over how, when or influence whether Dealer (or its affiliate) effects any purchases in connection with the Investors’ decision Transaction, (B) during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) and any Share Termination Period neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to make any “purchases employee of Dealer or sales” its affiliates who is directly involved with the hedging of and trading with respect to the Transaction, (within C) Counterparty is entering into the meaning Transaction in good faith and not as part of Rule 10b5- 1(c)(1)(i)(B)(3)) under this Agreement, a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Investors’ decision to Exchange Act (“Rule 10b-5”) and (D) Counterparty will not alter or deviate from this Confirmation or enter into any or alter a corresponding or hedging transactions. The Investors represent and warrant that they have consulted transaction or position with their own advisors as respect to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. The Shares. Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, 10b-5 and no such amendment, modification or waiver shall be made at any time at which the Counterparty or any officer, director, manager officer or similar person director of the Counterparty is aware of any material non- public information regarding the Counterparty or the Shares.

Rule 10b5-1. A. The (i) Counterparty represents and warrants to the Investors Seller that Counterparty is not entering into this Agreement the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty represents and warrants to the Investors Seller that the Counterparty has not entered into or altered, and agrees that the Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty acknowledges that it It is the intent of the parties that this Agreement the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the parties agree that this Agreement Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. The (ii) Counterparty acknowledges and agrees that it will (A) Counterparty does not seek have, and shall not attempt to control exercise, any influence over how, when or influence whether Seller effects any purchases of Shares in connection with the Investors’ decision to make any “purchases or sales” Transaction, and (within B) during the meaning of Rule 10b5- 1(c)(1)(i)(B)(3)period beginning on (but excluding) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions. The Investors represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation date of this Agreement under Rule 10b5-1Confirmation and ending on (and including) the Maturity Date, neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any material nonpublic information regarding Counterparty or the Shares to Seller or its affiliates. C. The (iii) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty Counterparty, or any officer, director, manager or similar person of the Counterparty is aware of any material non- non-public information regarding the Counterparty or the Shares.

Rule 10b5-1. A. i. The Counterparty Company represents and warrants to the Investors that Counterparty Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty Company represents and warrants to the Investors that the Counterparty Company has not entered into or altered, and agrees that the Counterparty Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty Company acknowledges that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. ii. The Counterparty Company agrees that it will not seek to control or influence the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5- 1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions. The Investors represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. iii. The Counterparty Company acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected affected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty Company or any officer, director, manager or similar person of the Counterparty Company is aware of any material non- public nonpublic information regarding the Counterparty Company or the Shares.

Rule 10b5-1. A. i. The Counterparty Company represents and warrants to the Investors that Counterparty Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty Company represents and warrants to the Investors that the Counterparty Company has not entered into or altered, and agrees that the Counterparty Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty Company acknowledges that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. ii. The Counterparty Company agrees that it will not seek to control or influence the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5- 1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions. The Investors represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. iii. The Counterparty Company acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty Company or any officer, director, manager or similar person of the Counterparty Company is aware of any material non- public information regarding the Counterparty Company or the Shares.

Rule 10b5-1. A. i. The Counterparty Company represents and warrants to the Investors Investor that Counterparty Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty Company represents and warrants to the Investors Investor that the Counterparty Company has not entered into or altered, and agrees that the Counterparty Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty Company acknowledges that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. ii. The Counterparty Company agrees that it will not seek to control or influence the Investors’ Investor’s decision to make any “purchases or sales” (within the meaning of Rule 10b5- 10b5-1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ Investor decision to enter into any hedging transactions. The Investors represent Investor represents and warrant warrants that they have it has consulted with their its own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. iii. The Counterparty Company acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty Company or any officer, director, manager or similar person of the Counterparty Company is aware of any material non- non-public information regarding the Counterparty Company or the Shares.

Rule 10b5-1. A. i. The Counterparty Company represents and warrants to the Investors that Counterparty Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty Company represents and warrants to the Investors that the Counterparty Company has not entered into or altered, and agrees that the Counterparty Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty Company acknowledges that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. ii. The Counterparty Company agrees that it will not seek to control or influence the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5- 10b5-1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions. The Investors represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. iii. The Counterparty Company acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty Company or any officer, director, manager or similar person of the Counterparty Company is aware of any material non- non-public information regarding the Counterparty Company or the Shares.

Rule 10b5-1. A. i. The Counterparty Company represents and warrants to the Investors Investor that Counterparty Company is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty Company represents and warrants to the Investors Investor that the Counterparty Company has not entered into or altered, and agrees that the Counterparty Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty Company acknowledges that it is the intent of the parties that this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. ii. The Counterparty Company agrees that it will not seek to control or influence the Investors’ Investor’s decision to make any “purchases or sales” (within the meaning of Rule 10b5- 10b5-1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ Investor’s decision to enter into any hedging transactions. The Investors Investor represent and warrant that they have consulted with their own advisors as to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. iii. The Counterparty Company acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty Company or any officer, director, manager or similar person of the Counterparty Company is aware of any material non- non-public information regarding the Counterparty Company or the Shares.

Rule 10b5-1. A. The Counterparty represents and warrants to the Investors that Counterparty is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty represents and warrants to the Investors that the Counterparty has not entered into or altered, and agrees that the Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty acknowledges that it It is the intent of the parties that this Agreement the Transaction comply with the requirements of paragraphs (c)(1)(i)(ARule 10b5-1(c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) ), and the parties agree that this Agreement Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. The , and Counterparty shall take no action that results in the Transaction not so complying with such requirements. For the avoidance of doubt, the parties hereto acknowledge that entry into any Other ASR Transactions shall not fall within the ambit of the previous sentence. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that it will (A) Counterparty does not seek have, and shall not attempt to control exercise, any influence over how, when or influence whether Dealer (or its affiliate) effects any purchases in connection with the Investors’ decision Transaction, (B) during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) and any Share Termination Period neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to make any “purchases employee of Dealer or sales” its affiliates who is directly involved with the hedging of and trading with respect to the Transaction, (within C) Counterparty is entering into the meaning Transaction in good faith and not as part of Rule 10b5- 1(c)(1)(i)(B)(3)) under this Agreement, a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 under the Investors’ decision to Exchange Act (“Rule 10b-5”) and (D) Counterparty will not alter or deviate from this Confirmation or enter into any or alter a corresponding or hedging transactions. The Investors represent and warrant that they have consulted transaction or position with their own advisors as respect to the legal aspects of its adoption and implementation of this Agreement under Rule 10b5-1. C. The Shares. Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, 10b-5 and no such amendment, modification or waiver shall be made at any time at which the Counterparty or any officer, director, manager officer or similar person director of the Counterparty is aware of any material non- non-public information regarding the Counterparty or the Shares.

Rule 10b5-1. A. The (i) Counterparty represents and warrants to the Investors Nomura that Counterparty is not entering into this Agreement the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty represents and warrants to the Investors Nomura that the Counterparty has not entered into or altered, and agrees that the Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty acknowledges that it is the intent of the parties that this Agreement the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and this Agreement the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). B. The (ii) Counterparty agrees that it will not seek to control or influence the Investors’ Nomura’s decision to make any “purchases or sales” (within the meaning of Rule 10b5- 10b5-1(c)(1)(i)(B)(3)) under this Agreementthe Transaction, including, without limitation, the Investors’ Nomura’s decision to enter into any hedging transactions. The Investors represent Counterparty represents and warrant warrants that they have it has consulted with their its own advisors as to the legal aspects of its adoption and implementation of this Agreement Confirmation and the Transaction under Rule 10b5-1. C. The (iii) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty or any officer, director, manager or similar person of the Counterparty is aware of any material non- non-public information regarding the Counterparty or the Shares.