Common use of Settlement Notice Clause in Contracts

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, is electing Cash Settlement or Net Share Settlement, in each case, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount to account for the occurrence of such Disrupted Day, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. In either case, the Calculation Agent shall notify Party A in writing of (x) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Day.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); , subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 4,887,218 Shares pursuant to a confirmation dated as of February 28, with such adjustments based on2024 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Forward Confirmation shall not commence (or, if the Unwind Period under this Forward Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise date the Matching Unwind Period ends; provided that the foregoing shall be further subject to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Dayprovisions set forth below under “Other Forward Transactions.”

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the third first Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 9,160,305 Shares pursuant to a confirmation dated as of November 4, with such adjustments based on2024 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after date the occurrence of such Disrupted DayMatching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B Counterparty delivers to Party A Dealer with such Settlement Notice a representation signed by Party B Counterparty substantially in the following form: “As of the date of this Settlement Notice, Party B Counterparty is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 5,207,100 Shares pursuant to a confirmation dated as of February 17, with such adjustments based on2026 (the “Base Confirmation”). Dealer and Counterparty agree that if Counterparty designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price of then the Shares. In either caseUnwind Period under this Confirmation shall not commence (or, if the Calculation Agent Unwind Period under this Confirmation has already commenced, such Unwind Period shall notify Party A in writing be suspended) until the Exchange Business Day immediately following the later of (xi) the circumstances giving rise date Dealer actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Disrupted Day Settlement Date under the Base Confirmation, and (yii) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Daydate the Matching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, is electing Cash Settlement or Net Share Settlement, in each case, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case make commercially reasonable adjustments to the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation terms of the Cash Settlement AmountTransaction (including, or (ii) such Disrupted Day is a Disrupted Day only in partwithout limitation, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 2,500,000 Shares pursuant to a confirmation dated as of January 14, with such adjustments based on2015 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after date the occurrence of such Disrupted DayMatching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 2,801,724 Shares pursuant to a confirmation dated as of November 7, with such adjustments based on2023 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after date the occurrence of such Disrupted DayMatching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B Counterparty delivers to Party A Dealer with such Settlement Notice a representation signed by Party B Counterparty substantially in the following form: “As of the date of this Settlement Notice, Party B Counterparty is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 4,260,355 Shares pursuant to a confirmation dated as of February 17, with such adjustments based on2026 (the “Base Confirmation”). Dealer and Counterparty agree that if Counterparty designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price of then the Shares. In either caseUnwind Period under this Confirmation shall not commence (or, if the Calculation Agent Unwind Period under this Confirmation has already commenced, such Unwind Period shall notify Party A in writing be suspended) until the Exchange Business Day immediately following the later of (xi) the circumstances giving rise date Dealer actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Disrupted Day Settlement Date under the Base Confirmation, and (yii) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Daydate the Matching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the third first Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 3,172,589 Shares pursuant to a confirmation dated as of December 3, with such adjustments based on2025 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after date the occurrence of such Disrupted DayMatching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, is electing Cash Settlement or Net Share Settlement, in each case, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); , subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of this Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 1,000,000 Shares pursuant to a confirmation dated as of January 29, with such adjustments based on2013 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after date the occurrence of such Disrupted DayMatching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B will not be effective to establish a Settlement Date unless Party B represents in such Settlement Notice that it has complied with the agreement set forth in clause (c) under “Additional Representations, Warranties and Agreements of Party B” in Section 3 of this Confirmation. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Stock Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Stock Settlement (as applicable) unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As as of the date of this Settlement Notice, Party B neither Cedar Shopping Centers Inc. nor Cedar Shopping Centers Partnership, L.P. is not aware of any material nonpublic information concerning itself or the Shares, and each is designating the date contained herein as a Settlement Date and, if applicable, is electing Cash Settlement or Net Share Settlement, in each case, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from and including the first Exchange Business Scheduled Trading Day following the date Party B validly elects Cash Settlement or Net Share Stock Settlement in respect of a designated Settlement Date through to and including the third Scheduled Trading Day preceding such Settlement Date (or as such date may be changed by Party A as described in the immediately preceding Exchange Business Day second proviso to the definition of Settlement Date above); provided that if an Acceleration Event occurs during an Unwind Period, the Acceleration Event provisions shall apply with respect to the relevant number of affected Settlement Shares and such affected number of Shares shall be subject to Termination Settlement (as defined below) Unwind Daily Share Amount: On each Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business during the Unwind Period, other than a Suspension Day during an Unwind Period is or a Disrupted Day, Party A will, in accordance with the Calculation Agent shall determine whether principles of best execution, purchase a number of Shares equal to the lesser of (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation 100% of the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on applicable volume limitation of Rule 10b-18 eligible transactions in for the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event endedScheduled Trading Day, and the weightings without reference to any block purchases, (ii) 25% of the 10b-18 VWAP average daily trading volume for each the Shares on the Exchange Business Day during on such Scheduled Trading Day, or (iii) the number of Shares necessary to complete the purchase of the Hedge Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining Shares and calculate the Cash Settlement Amount to account for or the occurrence of such Disrupted DayNet Stock Settlement Shares, with such adjustments based on, among other factors, as the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. In either case, the Calculation Agent shall notify Party A in writing of (x) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Daycase may be.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); , subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 1,200,000 Shares pursuant to a confirmation dated as of September 11, with such adjustments based on2023 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Forward Confirmation shall not commence (or, if the Unwind Period under this Forward Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after date the occurrence of such Disrupted DayMatching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,138,351 Shares pursuant to a confirmation dated as of November 7, with such adjustments based on2018 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after date the occurrence of such Disrupted DayMatching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the third first Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 3,807,106 Shares pursuant to a confirmation dated as of December 3, with such adjustments based on2025 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and price (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of the Sharescounsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. In either case, the Calculation Agent Party A shall notify Party A in writing of (x) the circumstances giving rise to B if it receives such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Dayadvice from its counsel.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, is electing Cash Settlement or Net Share Settlement, in each case, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to [_______________] Shares pursuant to a confirmation dated as of [____] 2010 (the "Base Confirmation"). Subject to the provisions under the caption “Other Forwards” below, Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), Party B shall notify Party A prior to the commencement of such Matching Unwind Period, and Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction only after the Matching Unwind Period ends. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a make commercially reasonable manner by adjustments to the Calculation Agent for purposes terms of determining this Transaction (including, without limitation, the Cash Settlement Amount and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. In either case, the Calculation Agent shall notify Party A in writing of (x) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Day.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, is electing Cash Settlement or Net Share Settlement, in each case, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 4,000,000 Shares pursuant to a confirmation dated as of November 10, 2010 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case make commercially reasonable adjustments to the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation terms of the Cash Settlement AmountTransaction (including, or (ii) such Disrupted Day is a Disrupted Day only in partwithout limitation, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. In either case, the Calculation Agent shall notify Party A in writing of (x) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Day.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); , subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to [Insert number of Shares underlying Base Confirmation] Shares pursuant to a confirmation dated as of [Insert Trade Date for Base Confirmation] (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price then the Unwind Period under this Forward Confirmation shall not commence (or, if the Unwind Period under this Forward Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the Shares. In either case, the Calculation Agent shall notify date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in writing connection with the designation of such Settlement Date under the Base Confirmation, and (xii) the circumstances giving rise to such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after date the occurrence of such Disrupted DayMatching Unwind Period ends.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the third first Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 3,172,589 Shares pursuant to a confirmation dated as of December 3, with such adjustments based on2025 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and price (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of the Sharescounsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. In either case, the Calculation Agent Party A shall notify Party A in writing of (x) the circumstances giving rise to B if it receives such Disrupted Day and (y) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Dayadvice from its counsel.

Settlement Notice. Requirements: Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B Counterparty delivers to Party A Dealer with such Settlement Notice a representation signed by Party B Counterparty substantially in the following form: “As of the date of this Settlement Notice, Party B Counterparty is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and, if applicable, and is electing Cash Settlement or Net Share Settlement, in each caseas the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall determine whether make commercially reasonable adjustments to the terms of the Transaction (i) such Disrupted Day is a Disrupted Day in fullincluding, in which case the 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement Shares and the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 5,050,000 Shares pursuant to a confirmation dated as of October 25, with such adjustments based on2022 (the “Base Confirmation”). Dealer and Counterparty agree that if Counterparty designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, among other factors, the duration of any Market Disruption Event and the volumeresulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), historical trading patterns and price of then the Shares. In either caseUnwind Period under this Confirmation shall not commence (or, if the Calculation Agent Unwind Period under this Confirmation has already commenced, such Unwind Period shall notify Party A in writing be suspended) until the Exchange Business Day immediately following the later of (xi) the circumstances giving rise date Dealer actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Disrupted Day Settlement Date under the Base Confirmation, and (yii) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Daydate the Matching Unwind Period ends.