Common use of Settlement Date Clause in Contracts

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 60 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below7(f)below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Settlement Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Settlement Date. Any Subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date and up to to, and including including, the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two Scheduled Trading Days Party A at least 100 calendar days prior to such Settlement Date, which Date (the period from the giving of any such notice to the Settlement Date being the “Cash/Net Share Notice Period”) and (b) if related to Physical Settlement may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior to such Settlement Datebelow, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Shares is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date shall (A) if Dealer shall fully Party A is unable to completely unwind its hedge during the Unwind Period due to the restrictions of Rule 10b-18 under the Exchange Act, (B) if Party A is unable to completely unwind its hedge during the Unwind Period due to the existence of any Suspension Day or Disrupted Day, or (C) if Party A, in its commercially reasonable judgment, is otherwise unable to unwind its hedge during the Unwind Period, in each case, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge; provided that such deferral shall not extend beyond the 80th calendar day after the Settlement Date designated in the Settlement Notice (or, if earlier, the Maturity Date), such 80th calendar day (or the Maturity Date, as the case may be) being a Settlement Date to which (x) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such Settlement Shares as to which Party A reasonably determines that it has unwound its hedge during the Number Unwind Period, and (y) Physical Settlement will apply with respect to the remainder of Shares to such Settlement Shares; and (iii) no more than three Settlement Dates other than the Maturity Date may be settled designated by Party B; provided further that if Party A shall fully unwind its hedge during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two specified above is not a Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on shall instead be the next succeeding Exchange Business Day that is not a Disrupted Day in wholeScheduled Trading Day.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two three Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 30 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if Dealer Physical Settlement or Net Share Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge during the related Unwind Period with respect to the portion of the Number of relevant Settlement Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date and (with prior notice iv) Party B may not deliver a Settlement Notice to Counterparty at least two Scheduled Trading Days Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to such specified Settlement Date); or the earlier of (bx) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Borrowed Option Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (y) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date and up to to, and including including, the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two Party A at least 30 Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior to such Settlement Datebelow, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Shares is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date, including a Settlement Date on the original Maturity Date, shall, if Dealer shall fully Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions applicable in connection with compliance with Rule 10b-18 under the Exchange Act as if such rule were applicable to Party A’s (or its affiliate’s) purchases during the Unwind Period, (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Party A, in its commercially reasonable judgment, to unwind its hedge during the Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge; provided that such deferral shall not extend beyond the 45th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, such 45th Scheduled Trading Day being a Settlement Date to which (x) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such Settlement Shares as to which Party A reasonably determines that it has unwound its hedge during the Number Unwind Period, and (y) Physical Settlement will apply with respect to the remainder of Shares to such Settlement Shares, and (iii) no more than six Settlement Dates other than the Maturity Date may be settled designated by Party B; provided further that if Party A shall fully unwind its hedge during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided further that the Maturity Date will be a if any Settlement Date if on such date the Number of Shares for which specified above is not a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as (or, in the case of Physical Settlement, a Clearance System Business Day), the Settlement Date with respect shall instead be the next Scheduled Trading Day (or Clearance System Business Day, as applicable). Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares (i) in the case of Cash Settlement, equal to the portion number of the Settlement Shares, if anyand (ii) in the case of Net Share Settlement, that has an aggregate purchase price equal to (1) the product of (A) the number of Settlement Shares, and (B) the arithmetic average of the Forward Price over the applicable Unwind Period (calculated assuming no reduction to the Forward Price for which Dealer has determined an any Forward Price Reduction Date that occurs during the Unwind Purchase Period, except as set forth in clause (2) below), minus (2) the product of (A) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, it being understood that and (B) the Unwind Period number of Shares with respect to the remainder which Party A has not unwound its hedge as of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeForward Price Reduction Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two (2) Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 one hundred (100) Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two (2) Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two (2) Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that which satisfies the Settlement Notice Requirements and which is delivered to Dealer no less than Party A at least (ia) two ten Scheduled Trading Days prior to such Settlement Date, which may be Date and at least 123 Scheduled Trading Days prior to the Maturity Date, if Physical Settlement applies, and (iib) 90 123 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Stock Settlement applies; provided thatthat (i) subject to clause (ii) below, the Maturity Date shall be a Settlement Date and Net Stock Settlement shall apply if Dealer Party B has not delivered one or more Settlement Notices for a total number of Shares equal to the Base Amount on or prior to the day that is 123 Scheduled Trading Days prior to the Maturity Date, (ii) if Cash Settlement or Net Stock Settlement applies, any Settlement Date, including a Settlement Date on the scheduled Maturity Date, shall be deferred until the date on which Party A is able to completely unwind its hedge if Party A is unable to completely unwind its hedge during the Unwind Period due to the restrictions of Rule 10b-18 under the Exchange Act, the existence of any Suspension Day or Disrupted Day or the lack of sufficient liquidity in the Shares during the Unwind Period and (iii) no more than three Settlement Dates other than the Maturity Date may be designated by Party B; provided further that if Party A shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided further that the Maturity Date will be a if any Settlement Date if on such date the Number of Shares for which a Settlement Date has specified above is not already been designated is greater than zeroan Exchange Business Day, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on shall instead be the next succeeding Exchange Business Day that is not a Disrupted Day in wholeDay.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the applicable Settlement Notice Requirements and is delivered to Dealer no less than (i) if Physical Settlement applies, two Scheduled Trading Days (or one Scheduled Trading Day prior to such Settlement Date if an Event of Default with respect to Dealer or an Acceleration Event has occurred and is continuing) prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, Final Date and (ii) 90 if Cash Settlement or Net Stock Settlement applies, 25 Scheduled Trading Days (or such other period of time as agreed between Counterparty and Dealer) prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer mayshall, by written notice to Counterparty, no fewer than two Scheduled Trading Days prior thereto, specify any the next earliest Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” Date pursuant to the “Termination Settlement” provisions of Paragraph 7(f7(g) below; provided that the Maturity Final Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, shall recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.. Final Date: November 8, 2019 Settlement Shares: (a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall, in the case of a designation by Counterparty not exceed the Number of Shares at that time, with the Number of Shares determined taking into account pending Settlement Shares; and

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two three Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 30 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if Dealer Physical Settlement or Net Share Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge during the related Unwind Period with respect to the portion of the Number of relevant Settlement Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date and (with prior notice iv) Party B may not deliver a Settlement Notice to Counterparty at least two Scheduled Trading Days Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to such specified Settlement Date); or the earlier of (bx) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Borrowed Firm Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (y) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date and up to to, and including including, the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two Party A at least four Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior to such Settlement Datebelow, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Shares is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date, including a Settlement Date on the original Maturity Date, shall, if Dealer shall fully Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions applicable in connection with compliance with Rule 10b-18 under the Exchange Act as if such rule were applicable to Party A’s (or its affiliate’s) purchases during the Unwind Period, including any purchases in respect of the Base Unwind Daily Share Amount (as defined below), (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Party A, in its commercially reasonable judgment, to unwind its hedge during the Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge; provided that such deferral shall not extend beyond the 45th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, such 45th Scheduled Trading Day being a Settlement Date to which (x) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such Settlement Shares as to which Party A reasonably determines that it has unwound its hedge during the Number Unwind Period, and (y) Physical Settlement will apply with respect to the remainder of Shares to such Settlement Shares, and (iii) no more than six Settlement Dates other than the Maturity Date may be settled designated by Party B; provided further that if Party A shall fully unwind its hedge during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided further that the Maturity Date will be a if any Settlement Date if on such date the Number of Shares for which specified above is not a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as (or, in the case of Physical Settlement, a Clearance System Business Day), the Settlement Date with respect shall instead be the next Scheduled Trading Day (or Clearance System Business Day, as applicable). Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares (i) in the case of Cash Settlement, equal to the portion number of the Settlement Shares, if anyand (ii) in the case of Net Share Settlement, that has an aggregate purchase price equal to (1) the product of (A) the number of Settlement Shares, and (B) the arithmetic average of the Forward Price over the applicable Unwind Period (calculated assuming no reduction to the Forward Price for which Dealer has determined an any Forward Price Reduction Date that occurs during the Unwind Purchase Period, except as set forth in clause (2) below), minus (2) the product of (A) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, it being understood that and (B) the Unwind Period number of Shares with respect to the remainder which Party A has not unwound its hedge as of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeForward Price Reduction Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A (i) two at least three Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 at least 15 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (i) subject to clause (ii) below, the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, and (ii) if Cash Settlement or Net Share Settlement applies, any Settlement Date, including a Settlement Date on the original Maturity Date, shall, if Dealer shall fully Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions applicable in connection with compliance with Rule 10b-18 under the Exchange Act as if such rule were applicable to Party A’s (or its affiliate’s) purchases during the Unwind Period, (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Party A, in its sole reasonable judgment, to unwind its hedge during the Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge (provided that such deferral shall not extend beyond the 30th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, such 30th Scheduled Trading Day being a Settlement Date to which (x) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such Settlement Shares as to which Party A reasonably determines that it has unwound its hedge during the Number Unwind Period, and (y) Physical Settlement will apply with respect to the remainder of Shares to be settled such Settlement Shares) (the “Deferral Procedure”); provided further that if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer either Party A or Party B may, by written notice to Counterpartythe other party, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Settlement Date. Any With respect to any Transaction, subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date for such Transaction and up to to, and including including, the Maturity Date that is either: (a) for such Transaction, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two KBCM at least ten Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be is delivered at any time before the Maturity Date, if Physical Settlement appliesDate for such Transaction, and settlement will be completed as promptly as reasonably practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior below and after giving effect to such any other Settlement Date, which may be occurring on the Maturity DateDate for such Transaction, the Maturity Date for such Transaction shall be a Settlement Date for such Transaction if the number of Base Shares for such Transaction immediately before the open of business on such Maturity Date is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date for any Transaction shall, if Dealer shall fully KBCM is unable to completely unwind its hedge during the originally scheduled Unwind Period due to (A) an inability to comply with the provisions of Rule 10b-18 under the Exchange Act (assuming that Rule 10b-18 applied to KBCM’s purchases during the Unwind Period as if KBCM were Party B), (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of KBCM, in its commercially reasonable judgment after using its commercially reasonable efforts, to unwind its hedge during the originally scheduled Unwind Period, be deferred until the third Scheduled Trading Day following the date on which KBCM is able to completely unwind its hedge (provided that such deferral shall not extend beyond the earlier of (x) the Maturity Date and (y) the 20th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, and such deferred date shall be a Settlement Date for such Transaction to which (1) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of the Number applicable Settlement Shares as to which KBCM has unwound its hedge during the Unwind Period (for avoidance of doubt, such portion of such Settlement Shares to be settled during an Unwind Period a number of Settlement Shares with respect to which KBCM would be deemed, pursuant to the immediately following paragraph, to have completely unwound its hedge), and (2) Physical Settlement will apply with respect to the remainder of such Settlement Shares), and (iii) with respect to any Transaction, no more than 20 Settlement Dates other than the Maturity Date for such Transaction may be designated by Party B; provided further that if KBCM shall fully unwind its hedge by a date that is more than two Scheduled Trading Days one Settlement Cycle prior to a the related Settlement Date specified above, Dealer KBCM may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two specified above is not a Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with shall instead be the next Scheduled Trading Day. Notwithstanding anything herein to the contrary, if any Settlement Date is not a Clearance System Business Day, then such Settlement Date shall instead occur on the next succeeding day that is a Clearance System Business Day. With respect to any Settlement Date of a Transaction, KBCM will be deemed to have completely unwound its hedge upon such time that KBCM shall have acquired a number of Shares (i) in the portion case of the Settlement SharesCash Settlement, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect equal to the remainder number of Settlement Shares for such Settlement Shares shallDate, subject to clause and (ii) in “the case of Net Share Settlement, for which KBCM has paid an aggregate purchase price (inclusive of a per Share commission equal to the Settlement Method Election” below, recommence Commission) equal to (1) the product of (A) the number of Settlement Shares for such Settlement Date and (B) the Forward Price for such Transaction as of the first day of the applicable Unwind Period minus (2) the product of (A) the Forward Price Reduction Amount for each Forward Price Reduction Date for such Transaction that occurs during such Unwind Period and (B) the number of Settlement Shares with respect to which KBCM has not unwound its hedge as of the close of business on the next succeeding Exchange Business Day that is not a Disrupted Day in wholesuch Forward Price Reduction Date.

Settlement Date. Any In respect of Physical Settlement, a date agreed by [*] and Counterparty in accordance with the provisions in “Physical Settlement” above, which shall in no event be earlier than 61 calendar days after the date on which Counterparty elects that Physical Settlement will apply. On Exchange Transaction: On Exchange Transaction Request: Provided that no Event of Default or Termination Event has occurred and is continuing in respect of Counterparty, unless Physical Settlement applies, Counterparty may at any time after the last day of the Initial Hedging Period to, and including, the earlier of the final day of the Final Hedging Period and the date falling 6 months after the Final Hedging Period Start Date, deliver a request, in the form set out in Appendix 2 (the “On Exchange Transaction Request”), in writing (which shall be by email to the address set out in the “Offices and Notices” provision below) to [*] specifying that it wishes to enter into an On Exchange Transaction on a date (the “On Exchange Transaction Trade Date”) falling not earlier than three and not more than ten Scheduled Trading Day following Days after the Effective Date date of such notice, or such other date as may be agreed by [*] and up to and including the Maturity Date that is either: (a) designated Counterparty. [*] may treat an On Exchange Transaction Request as having been duly authorized by Counterparty if it appears to be signed by any of the persons and delivered from any of the email addresses, or any other persons and email addresses as a may be notified to [*] by Counterparty from time to time, set out in the provision “Settlement Counterparty Election Notice” above. On Exchange Transaction Negotiation: Upon an On Exchange Transaction Request Date” by a written notice , [*] or one of its Affiliates (a the “Settlement NoticeSeller”) that satisfies and Counterparty shall enter into good faith negotiations to agree a mutually acceptable broker capable of dealing in the Settlement Notice Requirements Shares on the Exchange (which broker may be an Affiliate of [*]) (the “Broker”), and is delivered both parties will use reasonable efforts to Dealer no less than ensure they are fully on-boarded with the Broker in respect of transactions in the Shares on the Exchange before the On Exchange Transaction Trade Date. Following agreement and on-boarding with the Broker, the Seller and Counterparty will use reasonable efforts to instruct the Broker, on terms acceptable to the Seller and Counterparty, (i) two Scheduled Trading Days prior in the case of the Seller, to such Settlement Date, which may be sell (the Maturity Date, if Physical Settlement applies“Sell Order”), and (ii) 90 Scheduled Trading Days prior in the case of Counterparty, to buy (the “Buy Order” and together with the Sell Order, the “Buy and Sell Orders”), at the same time on the On Exchange Transaction Trade Date (or such Settlement Dateother date as the Seller and Counterparty may agree), which may be with the Maturity Date, if Cash Settlement or Net same terms and at a price per Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect equal to the portion then prevailing market price of the Shares (including, in the case of the Buy Order and any proposed On Exchange Transaction executed pursuant to an “auctioneer auction” or an “electronic auction” on the Exchange, the price of any bid (including pursuant to any limit order by Counterparty) by Counterparty, in compliance with applicable law and Exchange procedures, in response to a bid by a competing bidder), a number of Shares equal to the Residual Number of Shares Shares. The Seller and Counterparty will use reasonable efforts to be settled during an Unwind Period by a date facilitate the matching of the Buy and Sell Orders on the Exchange. [*] and Counterparty acknowledge that the process of matching the Buy and Sell Orders is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as in the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant control of the Exchange and is subject to the “Termination Settlement” provisions procedures and rules of Paragraph 7(f) below; provided the Exchange and that none of [*], the Seller or Counterparty can guarantee that the Maturity Date Buy and Sell Orders will be matched or that the effect of any On Exchange Transaction will result in Counterparty purchasing Shares. Counterparty acknowledges and agrees that the good faith negotiations and reasonable efforts of [*] and the Seller in respect of this provision “On Exchange Transaction Negotiation” and any Sell Order shall be subject in all cases to the Seller’s internal policies and procedures and the Seller having first received all of its required internal or external approvals and authorisations (including, without limitation, in respect of tax, legal, regulatory, or self-regulatory requirements or policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller or the Hedging Party)) in respect of the proposed On Exchange Transaction. On Exchange Transaction: A transaction executed through the Broker on the Exchange (which shall be effected through an “auctioneer auction” or an “electronic auction” on the Exchange or any other means permitted by the Exchange and agreed on by the Seller and Counterparty) following the Sell Order, under which the Seller sells a Settlement Date if on such date number of Shares equal to the Residual Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Settlement Date. Any With respect to any Transaction, subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date for such Transaction and up to to, and including including, the Maturity Date that is either: (a) for such Transaction, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two Party A at least ten Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be is delivered at any time before the Maturity Date, if Physical Settlement appliesDate for such Transaction, and settlement will be completed as promptly as reasonably practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior below and after giving effect to such any other Settlement Date, which may be occurring on the Maturity DateDate for such Transaction, the Maturity Date for such Transaction shall be a Settlement Date for such Transaction if the number of Base Shares for such Transaction immediately before the open of business on such Maturity Date is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date for any Transaction shall, if Dealer shall fully Party A is unable to completely unwind its hedge during the originally scheduled Unwind Period due to (A) an inability to comply with the provisions of Rule 10b-18 under the Exchange Act, (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Party A, in its commercially reasonable judgment, to unwind its hedge during the originally scheduled Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge (provided that such deferral shall not extend beyond the earlier of (x) the Maturity Date and (y) the 20th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, and such deferred date shall be a Settlement Date for such Transaction to which (1) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of the Number applicable Settlement Shares as to which Party A has unwound its hedge during the Unwind Period (for avoidance of doubt, such portion of such Settlement Shares to be settled during an Unwind Period a number of Settlement Shares with respect to which Party A would be deemed, pursuant to the immediately following paragraph, to have completely unwound it hedge), and (2) Physical Settlement will apply with respect to the remainder of such Settlement Shares), and (iii) with respect to any Transaction, no more than six Settlement Dates other than the Maturity Date for such Transaction may be designated by Party B; provided further that if Party A shall fully unwind its hedge by a date that is more than two Scheduled Trading Days one Settlement Cycle prior to a the related Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two specified above is not a Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with shall instead be the next Scheduled Trading Day. Notwithstanding anything herein to the contrary, if any Settlement Date is not a Clearance System Business Day, then such Settlement Date shall instead occur on the next succeeding day that is a Clearance System Business Day. With respect to any Settlement Date of a Transaction, Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares (i) in the portion case of the Settlement SharesCash Settlement, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect equal to the remainder number of Settlement Shares for such Settlement Shares shallDate, subject to clause and (ii) in “the case of Net Share Settlement, for which Party A has paid an aggregate purchase price (inclusive of a per Share commission equal to the Settlement Method Election” below, recommence Commission) equal to (1) the product of (A) the number of Settlement Shares for such Settlement Date and (B) the Forward Price for such Transaction as of the first day of the applicable Unwind Period minus (2) the product of (A) the Forward Price Reduction Amount for each Forward Price Reduction Date for such Transaction that occurs during such Unwind Period and (B) the number of Settlement Shares with respect to which Party A has not unwound its hedge as of the close of business on the next succeeding Exchange Business Day that is not a Disrupted Day in wholesuch Forward Price Reduction Date.

Settlement Date. Any With respect to any Transaction, subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date for such Transaction and up to to, and including including, the Maturity Date that is either: (a) for such Transaction, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two BNYM at least ten Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be is delivered at any time before the Maturity Date, if Physical Settlement appliesDate for such Transaction, and settlement will be completed as promptly as reasonably practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior below and after giving effect to such any other Settlement Date, which may be occurring on the Maturity DateDate for such Transaction, the Maturity Date for such Transaction shall be a Settlement Date for such Transaction if the number of Base Shares for such Transaction immediately before the open of business on such Maturity Date is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date for any Transaction shall, if Dealer shall fully BNYM is unable to completely unwind its hedge during the originally scheduled Unwind Period due to (A) an inability to comply with the provisions of Rule 10b-18 under the Exchange Act (assuming that Rule 10b-18 applied to BNYM’s purchases during the Unwind Period as if BNYM were Party B), (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of BNYM, in its commercially reasonable judgment after using its commercially reasonable efforts, to unwind its hedge during the originally scheduled Unwind Period, be deferred until the third Scheduled Trading Day following the date on which BNYM is able to completely unwind its hedge (provided that such deferral shall not extend beyond the earlier of (x) the Maturity Date and (y) the 20th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, and such deferred date shall be a Settlement Date for such Transaction to which (1) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of the Number applicable Settlement Shares as to which BNYM has unwound its hedge during the Unwind Period (for avoidance of doubt, such portion of such Settlement Shares to be settled during an Unwind Period a number of Settlement Shares with respect to which BNYM would be deemed, pursuant to the immediately following paragraph, to have completely unwound its hedge), and (2) Physical Settlement will apply with respect to the remainder of such Settlement Shares), and (iii) with respect to any Transaction, no more than 20 Settlement Dates other than the Maturity Date for such Transaction may be designated by Party B; provided further that if BNYM shall fully unwind its hedge by a date that is more than two Scheduled Trading Days one Settlement Cycle prior to a the related Settlement Date specified above, Dealer BNYM may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two specified above is not a Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with shall instead be the next Scheduled Trading Day. Notwithstanding anything herein to the contrary, if any Settlement Date is not a Clearance System Business Day, then such Settlement Date shall instead occur on the next succeeding day that is a Clearance System Business Day. With respect to any Settlement Date of a Transaction, BNYM will be deemed to have completely unwound its hedge upon such time that BNYM shall have acquired a number of Shares (i) in the portion case of the Settlement SharesCash Settlement, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect equal to the remainder number of Settlement Shares for such Settlement Shares shallDate, subject to clause and (ii) in “the case of Net Share Settlement, for which BNYM has paid an aggregate purchase price (inclusive of a per Share commission equal to the Settlement Method Election” below, recommence Commission) equal to (1) the product of (A) the number of Settlement Shares for such Settlement Date and (B) the Forward Price for such Transaction as of the first day of the applicable Unwind Period minus (2) the product of (A) the Forward Price Reduction Amount for each Forward Price Reduction Date for such Transaction that occurs during such Unwind Period and (B) the number of Settlement Shares with respect to which BNYM has not unwound its hedge as of the close of business on the next succeeding Exchange Business Day that is not a Disrupted Day in wholesuch Forward Price Reduction Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two (2) Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 one hundred (100) Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two (2) Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two (2) Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided below;provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: (a) Date, as designated by Counterparty as (a )Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 50 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (w) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (x) if Dealer Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its commercially reasonable hedge with position in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date (the “Hedge Unwind Completion Date”) that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date shall be the date that follows the Hedge Unwind Completion Date for such Cash Settlement or Net Share Settlement, as the case may be, by one Settlement Cycle, and (with prior notice z) Party B may not deliver a Settlement Notice to Counterparty at least two Scheduled Trading Days Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Borrowed Optional Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s )thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 50 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (v) if on December 29, 2023 the Base Amount is greater than 600,000, then December 29, 2023 shall be a Settlement Date for a number of Settlement Shares equal to such excess, (w) the Maturity Date shall be a Settlement Date if Dealer on such date the Base Amount is greater than zero, (x) if Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge with in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date, and (z) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date (with prior notice specified in such Settlement Notice is scheduled to Counterparty at least two Scheduled Trading Days occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Forward Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 50 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (w) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (x) if Dealer Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge with in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date, and (z) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date (with prior notice specified in such Settlement Notice is scheduled to Counterparty at least two Scheduled Trading Days occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Forward Option Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that which satisfies the Settlement Notice Requirements and which is delivered to Dealer no less than Party A at least (ia) two 1 Scheduled Trading Days prior to such Settlement Date, which may be Date and at least five Scheduled Trading Days prior to the Maturity Date, if Physical Settlement applies, and (iib) 90 five Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Stock Settlement applies; provided thatthat (i) if Cash Settlement or Net Stock Settlement applies, any Settlement Date, including a Settlement Date on the scheduled Maturity Date, shall be deferred until the date on which Party A is able to completely unwind its hedge with respect to the portion of the Base Amount to be settled if Dealer Party A is unable to completely unwind its hedge with respect to the portion of the Base Amount to be settled during the Unwind Period due to the restrictions of Rule 10b-18 under the Exchange Act agreed to hereunder, the existence of any Suspension Day or Disrupted Day or the lack of sufficient liquidity in the Shares during the Unwind Period and (ii) no more than three Settlement Dates other than the Maturity Date may be designated by Party B; provided further that if Party A shall fully unwind its hedge with respect to the portion of the Number of Shares Base Amount to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided further that the Maturity Date will be a if any Settlement Date if on such date the Number of Shares for which a Settlement Date has specified above is not already been designated is greater than zeroan Exchange Business Day, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on shall instead be the next succeeding Exchange Business Day that is not a Disrupted Day in wholeDay.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 a number of Scheduled Trading Days equal to the Notice Length prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if Dealer Physical Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge during the related Unwind Period with respect to the portion of the Number of relevant Settlement Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date and (with prior notice iv) Party B may not deliver a Settlement Notice to Counterparty at least two Scheduled Trading Days Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to such specified Settlement Date); or the earlier of (bx) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Forward Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (y) the date that is 30 days following the Maturity Date will be Effective Date. Notice Length: (a) 30 Scheduled Trading Days, if (x) Party B shall not have designated, on or prior to the date of such Settlement Notice, a Settlement Date if on such date the Number of Shares under any Other Forward (as defined under “Other Forwards” below) for which Cash Settlement or Net Share Settlement is applicable or (y) Party B shall have designated, on or prior to the date of such Settlement Notice, a Settlement Date has not already been designated under one or more Other Forwards for which Cash Settlement or Net Share Settlement is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an applicable but no Overlap Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day or Other Overlap Unwind Period (each as the Settlement Date defined under “Other Forwards” below) would occur with respect to the portion any Other Forward as a result of the election of Cash Settlement Sharesor Net Share Settlement, if anyas the case may be, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.hereunder;

Settlement Date. Any With respect to any Transaction, subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date for such Transaction and up to to, and including including, the Maturity Date that is either: (a) for such Transaction, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two at least ten Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be is delivered at any time before the Maturity Date, if Physical Settlement appliesDate for such Transaction, and settlement will be completed as promptly as reasonably practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior below and after giving effect to such any other Settlement Date, which may be occurring on the Maturity DateDate for such Transaction, the Maturity Date for such Transaction shall be a Settlement Date for such Transaction if the number of Base Shares for such Transaction immediately before the open of business on such Maturity Date is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies, any Settlement Date for any Transaction shall, if Dealer is unable to completely unwind its hedge during the originally scheduled Unwind Period due to (A) an inability to comply with the provisions of Rule 10b-18 under the Exchange Act (assuming that Rule 10b-18 applied to Dealer’s purchases during the Unwind Period as if Dealer were Party B), (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Dealer, in its commercially reasonable judgment after using its commercially reasonable efforts, to unwind its hedge during the originally scheduled Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Dealer is able to completely unwind its hedge (provided that such deferral shall not extend beyond the earlier of (x) the Maturity Date and (y) the 20th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, and such deferred date shall be a Settlement Date for such Transaction to which (1) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of the applicable Settlement Shares as to which Dealer has unwound its hedge during the Unwind Period (for avoidance of doubt, such portion of such Settlement Shares to be a number of Settlement Shares with respect to which Dealer would be deemed, pursuant to the immediately following paragraph, to have completely unwound its hedge), and (2) Physical Settlement will apply with respect to the remainder of such Settlement Shares), and (iii) with respect to any Transaction, no more than 20 Settlement Dates other than the Maturity Date for such Transaction may be designated by Party B; provided that, further that if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days one Settlement Cycle prior to a the related Settlement Date specified above, Dealer may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two specified above is not a Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with shall instead be the next Scheduled Trading Day. Notwithstanding anything herein to the contrary, if any Settlement Date is not a Clearance System Business Day, then such Settlement Date shall instead occur on the next succeeding day that is a Clearance System Business Day. With respect to any Settlement Date of a Transaction, Dealer will be deemed to have completely unwound its hedge upon such time that Dealer shall have acquired a number of Shares (i) in the portion case of Cash Settlement, equal to the number of Settlement SharesShares for such Settlement Date, if anyand (ii) in the case of Net Share Settlement, for which Dealer has determined paid an aggregate purchase price (inclusive of a per Share commission equal to the Settlement Commission) equal to (1) the product of (A) the number of Settlement Shares for such Settlement Date and (B) the Forward Price for such Transaction as of the first day of the applicable Unwind Purchase Period minus (2) the product of (A) the Forward Price Reduction Amount for each Forward Price Reduction Date for such Transaction that occurs during such Unwind Period, it being understood that Period and (B) the Unwind Period number of Settlement Shares with respect to which Dealer has not unwound its hedge as of the remainder close of business on such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeForward Price Reduction Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 50 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (w) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (x)if Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y) if Dealer Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its commercially reasonable hedge with position in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date (the “Hedge Unwind Completion Date”) that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date shall be the date that follows the Hedge Unwind Completion Date for such Cash Settlement or Net Share Settlement, as the case may be, by one Settlement Cycle, and (with prior notice z) Party B may not deliver a Settlement Notice to Counterparty at least two Scheduled Trading Days Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Borrowed Optional Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 a number of Scheduled Trading Days equal to the Notice Length prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if Dealer Physical Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following Clearance System Business Day, (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge during the related Unwind Period with respect to the portion of the Number of relevant Settlement Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date and (with prior notice iv) Party B may not deliver a Settlement Notice to Counterparty at least two Scheduled Trading Days Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to such specified Settlement Date); or the earlier of (bx) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Forward Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (y) the date that is 30 days following the Maturity Date will be Effective Date. Notice Length: (a) 30 Scheduled Trading Days, if (x) Party B shall not have designated, on or prior to the date of such Settlement Notice, a Settlement Date if on such date the Number of Shares under any Other Forward (as defined under “Other Forwards” below) for which Cash Settlement or Net Share Settlement is applicable or (y) Party B shall have designated, on or prior to the date of such Settlement Notice, a Settlement Date has not already been designated under one or more Other Forwards for which Cash Settlement or Net Share Settlement is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an applicable but no Overlap Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day (as the Settlement Date defined under “Other Forwards” below) would occur with respect to the portion any Other Forward as a result of the election of Cash Settlement Sharesor Net Share Settlement, if anyas the case may be, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.hereunder;

Settlement Date. Any Subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date and up to to, and including including, the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two Party A at least [ ]5 Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior to such Settlement Datebelow, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Shares is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date, including a Settlement Date on the original Maturity Date, shall, if Dealer shall fully Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions applicable in connection with compliance with Rule 10b-18 under the Exchange Act as if such rule were applicable to Party A’s (or its affiliate’s) purchases during the Unwind Period, including any purchases in respect of the Base Unwind Daily Share Amount (as defined below), (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Party A, in its commercially reasonable judgment, to unwind its hedge during the Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge; provided that such deferral shall not extend beyond the 45th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, such 45th Scheduled Trading Day being a Settlement Date to which (x) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such 5 Insert a number equal to 30 multiplied by the Number Base Shares divided by the initial “Base Shares,” as such term is defined in the Base Confirmation (such number rounded up to the nearest whole number). Settlement Shares as to which Party A reasonably determines that it has unwound its hedge during the Unwind Period, and (y) Physical Settlement will apply with respect to the remainder of Shares to such Settlement Shares, and (iii) no more than six Settlement Dates other than the Maturity Date may be settled designated by Party B; provided further that if Party A shall fully unwind its hedge during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided further that the Maturity Date will be a if any Settlement Date if on such date the Number of Shares for which specified above is not a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as (or, in the case of Physical Settlement, a Clearance System Business Day), the Settlement Date with respect shall instead be the next Scheduled Trading Day (or Clearance System Business Day, as applicable). Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares (i) in the case of Cash Settlement, equal to the portion number of the Settlement Shares, if anyand (ii) in the case of Net Share Settlement, that has an aggregate purchase price equal to (1) the product of (A) the number of Settlement Shares, and (B) the arithmetic average of the Forward Price over the applicable Unwind Period (calculated assuming no reduction to the Forward Price for which Dealer has determined an any Forward Price Reduction Date that occurs during the Unwind Purchase Period, except as set forth in clause (2) below), minus (2) the product of (A) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, it being understood that and (B) the Unwind Period number of Shares with respect to the remainder which Party A has not unwound its hedge as of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeForward Price Reduction Date.

Settlement Date. Any Scheduled Trading Day following the Effective first day occurring on or after the Trade Date on which Shares are sold pursuant to the Distribution Agreement and up to and including the Maturity Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer BofA no less than (i) two one Scheduled Trading Day prior to such Settlement Date and five Scheduled Trading Days prior to the Final Date, if Physical Settlement applies, and (ii) five Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Stock Settlement applies; provided thatthat if Cash Settlement or Net Stock Settlement applies, any Settlement Date, including a Settlement Date on the scheduled Final Date, shall be deferred until the date on which BofA is able to completely unwind its hedge with respect to the portion of the Number of Shares to be settled if Dealer BofA is unable to completely unwind its hedge with respect to the portion of the Number of Shares to be settled during the Unwind Period due to the restrictions of Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) agreed to hereunder, the existence of any Suspension Day or Disrupted Day or the lack of sufficient liquidity in the Shares during the Unwind Period (as determined by the Calculation Agent); provided further that if BofA shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer BofA may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer BofA as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect pursuant to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.the

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Physical Settlement applies, and (ii) 90 80 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f7(g) below; below;(A) provided that the Maturity Final Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and (B) provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole. Final Date: March 22, 2021 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 [50]3 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (w) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (x) if Dealer Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such 3 To be the same as the base deal. Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge with in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date, and (z) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date (with prior notice specified in such Settlement Notice is scheduled to Counterparty at least two Scheduled Trading Days occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Forward Option Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any In respect of Physical Settlement, a date agreed by [*] and Counterparty in accordance with the provisions in “Physical Settlement” above, which shall in no event be earlier than 61 calendar days after the date on which Counterparty elects that Physical Settlement will apply. On Exchange Transaction: On Exchange Transaction Request: Provided that no Event of Default or Termination Event has occurred and is continuing in respect of Counterparty, unless Physical Settlement applies, Counterparty may at any time after the last day of the Initial Hedging Period to, and including, the earlier of the final day of the Final Hedging Period and the date falling 6 months after the Final Hedging Period Start Date, deliver a request, in the form set out in Appendix 2 (the “On Exchange Transaction Request”), in writing (which shall be by email to the address set out in the “Offices and Notices” provision below) to [*] specifying that it wishes to enter into an On Exchange Transaction on a date (the “On Exchange Transaction Trade Date”) falling not earlier than three and not more than ten Scheduled Trading Day following Days after the Effective Date date of such notice, or such other date as may be agreed by [*] and up to and including the Maturity Date that is either: (a) designated Counterparty. [*] may treat an On Exchange Transaction Request as having been duly authorized by Counterparty if it appears to be signed by any of the persons and delivered from any of the email addresses, or any other persons and email addresses as a may be notified to [*] by Counterparty from time to time, set out in the provision “Settlement Counterparty Election Notice” above. On Exchange Transaction Negotiation: Upon an On Exchange Transaction Request Date” by a written notice , [*] or one of its Affiliates (a the “Settlement NoticeSeller”) that satisfies and Counterparty shall enter into good faith negotiations to agree a mutually acceptable broker capable of dealing in the Settlement Notice Requirements Shares on the Exchange (which broker may be an Affiliate of [*]) (the “Broker”), and is delivered both parties will use reasonable efforts to Dealer no less than ensure they are fully on-boarded with the Broker in respect of transactions in the Shares on the Exchange before the On Exchange Transaction Trade Date. Following agreement and on-boarding with the Broker, the Seller and Counterparty will use reasonable efforts to instruct the Broker, on terms acceptable to the Seller and Counterparty, (i) two Scheduled Trading Days prior in the case of the Seller, to such Settlement Date, which may be sell (the Maturity Date, if Physical Settlement applies“Sell Order”), and (ii) 90 Scheduled Trading Days prior in the case of Counterparty, to buy (the “Buy Order” and together with the Sell Order, the “Buy and Sell Orders”), at the same time on the On Exchange Transaction Trade Date (or such Settlement Dateother date as the Seller and Counterparty may agree), which may be with the Maturity Date, if Cash Settlement or Net same terms and at a price per Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect equal to the portion then prevailing market price of the Shares (including, in the case of the Buy Order and any proposed On Exchange Transaction executed pursuant to an “auctioneer auction” on the Exchange, the price of any bid (including pursuant to any limit order by Counterparty) by Counterparty, in compliance with applicable law and Exchange procedures, in response to a bid by a competing bidder), a number of Shares equal to the Residual Number of Shares Shares. The Seller and Counterparty will use reasonable efforts to be settled during an Unwind Period by a date facilitate the matching of the Buy and Sell Orders on the Exchange. [*] and Counterparty acknowledge that the process of matching the Buy and Sell Orders is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as in the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant control of the Exchange and is subject to the “Termination Settlement” provisions procedures and rules of Paragraph 7(f) below; provided the Exchange and that none of [*], the Seller or Counterparty can guarantee that the Maturity Date Buy and Sell Orders will be matched or that the effect of any On Exchange Transaction will result in Counterparty purchasing Shares. Counterparty acknowledges and agrees that the good faith negotiations and reasonable efforts of [*] and the Seller in respect of this provision “On Exchange Transaction Negotiation” and any Sell Order shall be subject in all cases to the Seller’s internal policies and procedures and the Seller having first received all of its required internal or external approvals and authorisations (including, without limitation, in respect of tax, legal, regulatory, or self-regulatory requirements or policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller or the Hedging Party)) in respect of the proposed On Exchange Transaction. On Exchange Transaction: A transaction executed through the Broker on the Exchange (which shall be effected through an “auctioneer auction” on the Exchange or any other means permitted by the Exchange and agreed on by the Seller and Counterparty) following the Sell Order, under which the Seller sells a Settlement Date if on such date number of Shares equal to the Residual Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity applicable Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two one Scheduled Trading Day prior to such Settlement Date and five Scheduled Trading Days prior to such Final Date, if Physical Settlement applies, and (ii) five Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Stock Settlement applies; provided thatthat if Cash Settlement or Net Stock Settlement applies, any Settlement Date, including a Settlement Date on the scheduled Final Date, shall be deferred until the date on which Dealer (or its affiliate) is able to completely unwind Dealer’s hedge with respect to the portion of the Number of Shares to be settled if Dealer (or its affiliate) is unable to completely unwind Dealer’s hedge with respect to the portion of the Number of Shares to be settled during the Unwind Period due to the restrictions of Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) agreed to hereunder, the existence of any Suspension Day or Disrupted Day or the lack of sufficient liquidity in the Shares during the Unwind Period (as determined by the Calculation Agent); provided, further, that if Dealer (or its affiliate) shall fully unwind its Dealer’s hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” Date pursuant to the “Termination SettlementAcceleration Events” provisions of Paragraph 7(f) below; provided that in each case the Maturity applicable Final Date will be a Settlement Date if on such date the applicable Number of Shares for which a Settlement Date has not already been designated is greater than zero; provided, further, that if any Settlement Date specified above is not an Exchange Business Day, the Settlement Date shall instead be the next Exchange Business Day; and provided further provided, further, that, following the occurrence of at least three consecutive Disrupted Suspension Days during an Unwind Period and while such Disrupted Suspension Days are continuing, Dealer may designate any subsequent Scheduled Trading Exchange Business Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer (or its affiliate) has determined an Unwind Purchase Price during such Unwind PeriodPeriod (such Settlement Date, a “Partial Settlement Date”), it being understood that (x) other than in the case of a Rule 10b-18 Unavailability Period (as defined below), the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, shall recommence on the next succeeding Exchange Business Day that is not a Disrupted Suspension Day and (y) in wholethe case of a Rule 10b-18 Unavailability Period, the remainder of such Settlement Shares shall be treated as if Counterparty had not designated a Settlement Date with respect thereto and Counterparty shall be entitled to designate another Settlement Date in accordance with the terms hereof (or, if the Final Date has passed, Counterparty shall be deemed to have designated in a Settlement Notice a Settlement Date of the Scheduled Trading Day immediately following the related Partial Settlement Date with respect to such remainder of such Settlement Shares, and Physical Settlement shall apply to such Settlement Date).

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 50 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (w) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (x) if Dealer Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge with in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date, and (z) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date (with prior notice specified in such Settlement Notice is scheduled to Counterparty at least two Scheduled Trading Days occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Forward Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date and up to to, and including including, the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two Party A at least 30 Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior to such Settlement Datebelow, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Shares is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date, including a Settlement Date on the original Maturity Date, shall, if Dealer shall fully Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions of Rule 10b-18 under the Exchange Act, (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Party A, in its commercially reasonable judgment, to unwind its hedge during the Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge, provided that such deferral shall not extend beyond the 45th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, such 45th Scheduled Trading Day being a Settlement Date to which (x) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such Settlement Shares as to which Party A reasonably determines that it has unwound its hedge during the Number Unwind Period, and (y) Physical Settlement will apply with respect to the remainder of Shares to such Settlement Shares, and (iii) no more than six Settlement Dates other than the Maturity Date may be settled designated by Party B; provided further that if Party A shall fully unwind its hedge during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two specified above is not a Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect shall instead be the next Scheduled Trading Day. Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares (i) in the case of Cash Settlement, equal to the portion number of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause and (ii) in “the case of Net Share Settlement, that has an aggregate purchase price equal to (1) the product of (A) the number of Settlement Method Election” below, recommence on Shares and (B) the next succeeding Exchange Business Day Forward Price as of the first day of the applicable Unwind Period minus (2) the product of (A) the Forward Price Reduction Amount for any Forward Price Reduction Date that is occurs during such Unwind Period and (B) the number of Shares with respect to which Party A has not a Disrupted Day in wholeunwound its hedge as of such Forward Price Reduction Date.

Settlement Date. Any Subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date and up to to, and including including, the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two Party A at least 30 Scheduled Trading Days prior to such Settlement DateDate and (b) if related to Physical Settlement, which may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior to such Settlement Datebelow, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Shares is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date, including a Settlement Date on the original Maturity Date, shall, if Dealer shall fully Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions applicable in connection with compliance with Rule 10b-18 under the Exchange Act as if such rule were applicable to Party A’s (or its affiliate’s) purchases during the Unwind Period, including any purchases in respect of the Base Unwind Daily Share Amount (as defined below), (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Party A, in its commercially reasonable judgment, to unwind its hedge during the Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge; provided that such deferral shall not extend beyond the 45th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, such 45th Scheduled Trading Day being a Settlement Date to which (x) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such Settlement Shares as to which Party A reasonably determines that it has unwound its hedge during the Number Unwind Period, and (y) Physical Settlement will apply with respect to the remainder of Shares to such Settlement Shares, and (iii) no more than six Settlement Dates other than the Maturity Date may be settled designated by Party B; provided further that if Party A shall fully unwind its hedge during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided further that the Maturity Date will be a if any Settlement Date if on such date the Number of Shares for which specified above is not a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as (or, in the case of Physical Settlement, a Clearance System Business Day), the Settlement Date with respect shall instead be the next Scheduled Trading Day (or Clearance System Business Day, as applicable). Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares (i) in the case of Cash Settlement, equal to the portion number of the Settlement Shares, if anyand (ii) in the case of Net Share Settlement, that has an aggregate purchase price equal to (1) the product of (A) the number of Settlement Shares, and (B) the arithmetic average of the Forward Price over the applicable Unwind Period (calculated assuming no reduction to the Forward Price for which Dealer has determined an any Forward Price Reduction Date that occurs during the Unwind Purchase Period, except as set forth in clause (2) below), minus (2) the product of (A) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period, it being understood that and (B) the Unwind Period number of Shares with respect to the remainder which Party A has not unwound its hedge as of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeForward Price Reduction Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity applicable Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two one Scheduled Trading Day prior to such Settlement Date and five Scheduled Trading Days prior to such Final Date, if Physical Settlement applies, and (ii) five Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Stock Settlement applies; provided thatthat if Cash Settlement or Net Stock Settlement applies, any Settlement Date, including a Settlement Date on the scheduled Final Date, shall be deferred until the date on which Dealer (or its affiliate) is able to completely unwind Dealer’s hedge with respect to the portion of the Number of Shares to be settled if Dealer (or its affiliate) is unable to completely unwind Dealer’s hedge with respect to the portion of the Number of Shares to be settled during the Unwind Period due to the restrictions of Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) agreed to hereunder, the existence of any Suspension Day or Disrupted Day or the lack of sufficient liquidity in the Shares during the Unwind Period (as determined by the Calculation Agent); provided further that if Dealer (or its affiliate) shall fully unwind its Dealer’s hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” Date pursuant to the “Termination SettlementAcceleration Events” provisions of Paragraph 7(f) below; provided that the Maturity applicable Final Date will be a Settlement Date if on such date the applicable Number of Shares for which a Settlement Date has not already been designated is greater than zero; provided further that if any Settlement Date specified above is not an Exchange Business Day, the Settlement Date shall instead be the next Exchange Business Day; and provided further that, following the occurrence of at least three consecutive Disrupted Suspension Days during an Unwind Period and while such Disrupted Suspension Days are continuing, Dealer may designate any subsequent Scheduled Trading Exchange Business Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer (or its affiliate) has determined an Unwind Purchase Price during such Unwind PeriodPeriod (such Settlement Date, a “Partial Settlement Date”), it being understood that (x) other than in the case of a Rule 10b-18 Unavailability Period (as defined below), the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, shall recommence on the next succeeding Exchange Business Day that is not a Disrupted Suspension Day and (y) in wholethe case of a Rule 10b-18 Unavailability Period, the remainder of such Settlement Shares shall be treated as if Counterparty had not designated a Settlement Date with respect thereto and Counterparty shall be entitled to designate another Settlement Date in accordance with the terms hereof (or, if the Final Date has passed, Counterparty shall be deemed to have designated in a Settlement Notice a Settlement Date of the Scheduled Trading Day immediately following the related Partial Settlement Date with respect to such remainder of such Settlement Shares, and Physical Settlement shall apply to such Settlement Date).

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 [50]3 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (w) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (x) if Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such 3 NTD: Dealer to confirm. To be the same as the base deal. Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge with in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date, and (z) Party B may not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date (with prior notice specified in such Settlement Notice is scheduled to Counterparty at least two Scheduled Trading Days occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Forward Option Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two (2) Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 sixty (60) Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two (2) Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two (2) Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided below;provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that which satisfies the Settlement Notice Requirements and which (a) if related to any Cash Settlement or Net Stock Settlement, is delivered to Dealer no less than (i) two Party A at least 5 Scheduled Trading Days prior to such Settlement Date, which Date (the period from the giving of any such notice to the Settlement Date being the “Cash/Net Stock Notice Period”) and (b) if related to Physical Settlement may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clauses (ii) 90 Scheduled Trading Days prior to such Settlement Dateand (iii) below, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Amount is greater than zero; (ii) if Cash Settlement or Net Share Stock Settlement applies, any Settlement Date, including a Settlement Date on the scheduled Maturity Date, shall be deferred until the date on which Party A is able to completely unwind its hedge if Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions of Rule 10b-18 under the Exchange Act, (B) the existence of any Suspension Day or Disrupted Day, or (C) if Party A is otherwise unable to unwind its hedge during the Unwind Period, (iii) if the conditions requiring designation of an Additional Settlement Date have been satisfied as set forth in “Limit on Beneficial Ownership” in Section 4 of this Confirmation, settlement will take place on the Partial Settlement Date and the related Additional Settlement Date and (iv) no more than three Settlement Dates other than the Maturity Date and the Additional Settlement Dates may be designated by Party B; provided that, further that if Dealer Party A shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two specified above is not an Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on shall instead be the next succeeding Exchange Business Day that is not a Disrupted Day in wholeScheduled Trading Day.

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 50 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (w) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (x) if Dealer Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its commercially reasonable hedge with position in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date (the “Hedge Unwind Completion Date”) that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date shall be the date that follows the Hedge Unwind Completion Date for such Cash Settlement or Net Share Settlement, as the case may be, by one Settlement Cycle, and (with prior notice z) Party B may not deliver a Settlement Notice to Counterparty at least two Scheduled Trading Days Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Borrowed Firm Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Physical Settlement applies, and (ii) 90 [ ]6 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f7(g) below; provided that the Maturity Final Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole. 6 To be as set forth in the Forward Instruction Notice. Final Date: [ ]7 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Settlement Date. Any Scheduled Trading Day following the Effective first day occurring on or after the Trade Date on which Shares are sold pursuant to the Distribution Agreement and up to and including the Maturity Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer BofA no less than (i) two one Scheduled Trading Day prior to such Settlement Date and five Scheduled Trading Days prior to the Final Date, if Physical Settlement applies, and (ii) five Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Stock Settlement applies; provided thatthat if Cash Settlement or Net Stock Settlement applies, any Settlement Date, including a Settlement Date on the scheduled Final Date, shall be deferred until the date on which BofA is able to completely unwind its hedge with respect to the portion of the Number of Shares to be settled if Dealer BofA is unable to completely unwind its hedge with respect to the portion of the Number of Shares to be settled during the Unwind Period due to the restrictions of Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) agreed to hereunder, the existence of any Suspension Day or Disrupted Day or the lack of sufficient liquidity in the Shares during the Unwind Period (as determined by the Calculation Agent); provided further that if BofA shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer BofA may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer BofA as a “Settlement Date” Date pursuant to the “Termination SettlementAcceleration Events” provisions of Paragraph 7(f) below; provided that the Maturity Final Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further thatthat if any Settlement Date specified above is not an Exchange Business Day, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on shall instead be the next succeeding Exchange Business Day that is not a Disrupted Day in wholeDay.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 a number of Scheduled Trading Days equal to the Notice Length prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if Dealer Physical Settlement applies and a Settlement Date specified above (including a Settlement Date occurring on the Maturity Date) is not a Clearance System Business Day, the Settlement Date shall be the next following Clearance System Business Day, and (iii) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its hedge during the related Unwind Period with respect to the portion of the Number of relevant Settlement Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date. Notwithstanding the immediately preceding sentence nor anything herein to the contrary, Party B may not and shall not deliver a Settlement Notice to Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date (with prior notice specified in such Settlement Notice is scheduled to Counterparty at least two Scheduled Trading Days occur prior to such specified Settlement Date); or the earlier of (bx) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) that is an Affiliate of Party A has sold all of its allocation of Forward Underwritten Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (y) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Effective Date. Notice Length: 30 Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeDays.

Settlement Date. Any Scheduled Trading Day following the Effective Date up to, and up to and including including, the Maturity Date that is either: Date, as designated by (a) designated by Counterparty as a Party A pursuant to “Settlement DateTermination Settlement” by below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 50 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (w) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, if Dealer (x)if Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day, (y)if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwind unwound its commercially reasonable hedge with position in respect to the portion of the Number of Shares to be settled Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) by a date (the “Hedge Unwind Completion Date”) that is more than two Scheduled Trading Days prior to a such Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date shall be the date that follows the Hedge Unwind Completion Date for such Cash Settlement or Net Share Settlement, as the case may be, by one Settlement Cycle, and (with prior notice z) Party B may not deliver a Settlement Notice to Counterparty at least two Scheduled Trading Days Party A for which Physical Settlement or Net Share Settlement applies if the Settlement Date specified in such Settlement Notice is scheduled to occur prior to such specified Settlement Date); or the earlier of (b1) designated by Dealer the date on which the Underwriter (as a “Settlement Date” defined in the Underwriting Agreement) has sold all of the Borrowed Firm Shares (as defined in the Underwriting Agreement) pursuant to the “Termination Settlement” provisions Registration Statement (as defined in the Underwriting Agreement) with delivery of Paragraph 7(fthe Prospectus (as defined in the Underwriting Agreement) below; provided to the purchaser(s) thereof and (2) the date that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, 30 days following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in wholeEffective Date.

Settlement Date. Any Subject to the provisions under “Acceleration Events” and “Termination Settlement” below, any Scheduled Trading Day following the Effective Date and up to to, and including including, the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and that (a) if related to any Cash Settlement or Net Share Settlement, is delivered to Dealer no less than (i) two Party A at least sixty Scheduled Trading Days prior to such Settlement DateDate (the period from the giving of any such notice to the Settlement Date being the “Cash/Net Share Notice Period”) and (b) if related to Physical Settlement, which may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clause (ii) 90 Scheduled Trading Days prior to such Settlement Datebelow, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Shares is greater than zero; (ii) if Cash Settlement or Net Share Settlement applies; provided that, any Settlement Date, including a Settlement Date on the original Maturity Date, shall, if Dealer shall fully Party A is unable to completely unwind its hedge during the Unwind Period due to (A) the restrictions of Rule 10b-18 under the Exchange Act, (B) the existence of any Suspension Day or Disrupted Day, or (C) the inability of Party A, in its commercially reasonable judgment, to unwind its hedge during the Unwind Period, be deferred until the third Scheduled Trading Day following the date on which Party A is able to completely unwind its hedge, provided that such deferral shall not extend beyond the 75th Scheduled Trading Day after the Settlement Date designated in the Settlement Notice, such 75th Scheduled Trading Day being a Settlement Date to which (x) Cash Settlement or Net Share Settlement, as applicable, will apply with respect to the portion of such Settlement Shares as to which Party A reasonably determines that it has unwound its hedge during the Number Unwind Period, and (y) Physical Settlement will apply with respect to the remainder of Shares to such Settlement Shares, and (iii) no more than six Settlement Dates other than the Maturity Date may be settled designated by Party B; provided further that if Party A shall fully unwind its hedge during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two specified above is not a Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect shall instead be the next Scheduled Trading Day. Party A will be deemed to have completely unwound its hedge upon such time that Party A shall have acquired a number of Shares (i) in the case of Cash Settlement, equal to the portion number of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause and (ii) in “the case of Net Share Settlement, that has an aggregate purchase price equal to (1) the product of (A) the number of Settlement Method Election” below, recommence on Shares and (B) the next succeeding Exchange Business Day Forward Price as of the first day of the applicable Unwind Period minus USD 0.03 minus (2) the product of (A) the Forward Price Reduction Amount for any Forward Price Reduction Date that is occurs during such Unwind Period and (B) the number of Shares with respect to which Party A has not a Disrupted Day in wholeunwound its hedge as of such Forward Price Reduction Date.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than Party A at least (i) two three Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Physical Settlement applies, and (ii) 90 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date, if Cash Settlement or Net Share Settlement applies; provided thatthat (i) the Maturity Date shall be a Settlement Date if on such date the Base Amount is greater than zero, (ii) if Dealer Cash Settlement applies and Party A shall have fully unwind unwound its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified above, Dealer Party A may, by upon a three Business Days’ prior written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original originally specified Settlement Date as the Settlement Date, (iii) if any Settlement Date specified above is not an Exchange Business Day, such Settlement Date shall instead be the next Exchange Business Day and (iv) the Settlement Date may be modified as provided under “Unwind Period” below. JPMorgan Chase Bank, National Association Organized under the laws of the United States as a National Banking Association. Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England &Wales branch No. BR000746. Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX Authorized and regulated by the Financial Services Xxxxxxxxx Xxxxxxxxxx Xxxxxx: With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date. Settlement: Physical Settlement or Cash Settlement, at the election of Party B as set forth in a Settlement Notice that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Party A is unable, in its reasonable judgment, to unwind its hedge by the end of the Unwind Period in a manner that, in the judgment of Party A, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 under the Exchange Act or due to the lack of sufficient liquidity in the Shares on any Scheduled Trading Day during the Unwind Period or (iii) to any Termination Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the defined below under “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole”).

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Date that is either: (a) Date, as designated by Counterparty as a “Settlement Date” by Party B in a written notice (a “Settlement Notice”) that which satisfies the Settlement Notice Requirements and which (a) if related to any Cash Settlement or Net Stock Settlement, is delivered to Dealer no less than (i) two Party A at least 5 Scheduled Trading Days prior to such Settlement DateDate (the period from the giving of any such notice to the Settlement Date being the “Cash/Net Stock Notice Period”) and (b) if related to Physical Settlement, which may be the Maturity Date, if Physical Settlement applies, delivered at any time and settlement will be completed as promptly as practicable thereafter; provided that (i) subject to clauses (ii) 90 Scheduled Trading Days prior to such Settlement Dateand (iii) below, which may be the Maturity Date, Date shall be a Settlement Date if on such date the Base Amount is greater than zero; (ii) if Cash Settlement or Net Share Stock Settlement applies, any Settlement Date, including a Settlement Date on the Maturity Date, shall be deferred until the date on which Party A is able to completely purchase the Hedge Unwind Shares if Party A is unable to completely purchase the Hedge Unwind Shares during the Unwind Period due to (A) the restrictions of Rule 10b-18 under the Exchange Act, (B) the existence of any Suspension Day or Disrupted Day, or (C) if Party A is otherwise unable to completely purchase the Hedge Unwind Shares during the Unwind Period, (iii) if the conditions requiring designation of an Additional Settlement Date have been satisfied as set forth in “Limit on Beneficial Ownership” in Section 4 of this Confirmation, settlement will take place on the Partial Settlement Date and the related Additional Settlement Date and (iv) no more than three Settlement Dates other than the Maturity Date and the Additional Settlement Dates may be designated by Party B; provided that, further that if Dealer Party A shall fully unwind its hedge with respect to completely purchase the portion of the Number of Hedge Unwind Shares to be settled during an Unwind Period by a date that is more than two three Scheduled Trading Days prior to a Settlement Date specified aboveDate, Dealer Party A may, by written notice to CounterpartyParty B, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date; provided further that if any Settlement Date (with prior notice to Counterparty at least two is not a Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f) below; provided that the Maturity Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zeroDay, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on shall instead be the next succeeding Exchange Business Day that is not a Disrupted Day in wholeScheduled Trading Day.

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements Requirements, if applicable, and is delivered to Dealer no less than (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Physical Settlement applies, and (ii) 90 60 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its commercially reasonable hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, no fewer than two Scheduled Trading Days prior thereto, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” Date pursuant to the “Termination Settlement” provisions of Paragraph 7(f7(g) below; provided that the Maturity Final Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and provided further provided, further, that, following the occurrence of at least three five consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, shall recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole. Final Date: [*] (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Settlement Date. Any In respect of Physical Settlement, a date agreed by [*] and Counterparty in accordance with the provisions in “Physical Settlement” above, which shall in no event be earlier than 61 calendar days after the date on which Counterparty elects that Physical Settlement will apply. On Exchange Transaction: On Exchange Transaction Request: Provided that no Event of Default or Termination Event has occurred and is continuing in respect of Counterparty, unless Physical Settlement applies, Counterparty may at any time after the last day of the Initial Hedging Period to, and including, the earlier of the final day of the Final Hedging Period and the date falling 6 months after the Final Hedging Period Start Date, deliver a request, in the form set out in Appendix 2 (the “On Exchange Transaction Request”), in writing (which shall be by email to the address set out in the “Offices and Notices” provision below) to [*] specifying that it wishes to enter into an On Exchange Transaction on a date (the “On Exchange Transaction Trade Date”) falling not earlier than three and not more than ten Scheduled Trading Day following Days after the Effective Date date of such notice, or such other date as may be agreed by [*] and up to and including the Maturity Date that is either: (a) designated Counterparty. [*] may treat an On Exchange Transaction Request as having been duly authorized by Counterparty if it appears to be signed by any of the persons and delivered from any of the email addresses, or any other persons and email addresses as a may be notified to [*] by Counterparty from time to time, set out in the provision “Settlement Counterparty Election Notice” above. On Exchange Transaction Negotiation: Upon an On Exchange Transaction Request Date” by a written notice , [*] or one of its Affiliates (a the “Settlement NoticeSeller”) that satisfies and Counterparty shall enter into good faith negotiations to agree a mutually acceptable broker capable of dealing in the Settlement Notice Requirements Shares on the Exchange (which broker may be an Affiliate of [*]) (the “Broker”), and is delivered both parties will use reasonable efforts to Dealer no less than ensure they are fully on-boarded with the Broker in respect of transactions in the Shares on the Exchange before the On Exchange Transaction Trade Date. Following agreement and on-boarding with the Broker, the Seller and Counterparty will use reasonable efforts to instruct the Broker, on terms acceptable to the Seller and Counterparty, (i) two Scheduled Trading Days prior in the case of the Seller, to such Settlement Date, which may be sell (the Maturity Date, if Physical Settlement applies“Sell Order”), and (ii) 90 Scheduled Trading Days prior in the case of Counterparty, to buy (the “Buy Order” and together with the Sell Order, the “Buy and Sell Orders”), at the same time on the On Exchange Transaction Trade Date (or such Settlement Dateother date as the Seller and Counterparty may agree), which may be with the Maturity Date, if Cash Settlement or Net same terms and at a price per Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect equal to the portion then prevailing market price of the Shares (including, in the case of the Buy Order and any proposed On Exchange Transaction executed pursuant to an “auctioneer auction” on the Exchange, the price of any bid (including pursuant to any limit order by Counterparty) by Counterparty, in compliance with applicable law and Exchange procedures, in response to a bid by a competing bidder), a number of Shares equal to the Residual Number of Shares. The Seller and Counterparty will use reasonable efforts to facilitate the matching of the Buy and Sell Orders on the Exchange. [*] and Counterparty acknowledge that the process of matching the Buy and Sell Orders is in the control of the Exchange and is subject to the procedures and rules of the Exchange and that none of [*], the Seller or Counterparty can guarantee that the Buy and Sell Orders will be matched or that the effect of any On Exchange Transaction will result in Counterparty purchasing Shares. Counterparty acknowledges and agrees that the good faith negotiations and reasonable efforts of [*] and the Seller in respect of this provision “On Exchange Transaction Negotiation” and any Sell Order shall be subject in all cases to the Seller’s internal policies and procedures and the Seller having first received all of its required internal or external approvals and authorisations (including, without limitation, in respect of tax, legal, regulatory, or self-regulatory requirements or policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by the Seller or the Hedging Party)) in respect of the proposed On Exchange Transaction. On Exchange Transaction: A transaction executed through the Broker on the Exchange (which shall be effected through an “auctioneer auction” on the Exchange or any other means permitted by the Exchange and agreed on by the Seller and Counterparty) following the Sell Order, under which the Seller sells a number of Shares equal to the Residual Number of Shares. On Exchange Share Price: In respect of an On Exchange Transaction, the traded price of such On Exchange Transaction (regardless of whether Counterparty is the purchaser of the related Shares). Residual Number of Shares: A number equal to the Number of Shares less the number of Shares in respect of which the Hedging Party has terminated or liquidated its Hedge Positions in respect of the Transaction as at the close of business on the On Exchange Transaction Request Date, provided that if the On Exchange Transaction Request Date is before the first day of the Final Hedging Period, the Residual Number of Shares shall be the Number of Shares. On Exchange Transaction Request Date: The day on which [*] acknowledges (such acknowledgement not to be settled during unreasonably withheld or delayed) an Unwind Period by On Exchange Transaction Request or, if such day is not a date that is more than two Scheduled Trading Days prior to a Settlement Date specified aboveDay, Dealer may, by written notice to Counterparty, specify any the next following Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Day. On Exchange Transaction Settlement Date): In respect of an On Exchange Transaction, the settlement date of such transaction. On Exchange Transaction Cancellation: If [*] or the Seller determines that: (a) having used reasonable efforts, the Seller is not able to instruct the Sell Order, it shall notify the Calculation Agent; or (b) designated by Dealer in its reasonable judgment the Sell Order is not or will not be filled, the Seller will use reasonable efforts to cancel the Sell Order and will notify the Calculation Agent if the Sell Order is so cancelled, and in each case, the Calculation Agent shall give notice (the “On Exchange Transaction Cancellation Notice”) to [*] and Counterparty of such determination or cancellation, as a applicable, as promptly as practicable after the occurrence thereof. Notwithstanding the delivery of an On Exchange Transaction Cancellation Notice, Counterparty may deliver subsequent On Exchange Transaction Requests in accordance with the terms of “Settlement DateOn Exchange Transaction Request” pursuant above. Dividends: The Equity Amount Payer will pay to the Equity Amount Receiver, on each Dividend Payment Date, an amount equal to the product of (a) the Dividend Amount (converted into USD at the Exchange Rate applicable on the date the related amount is paid by the Issuer as set forth opposite “Termination SettlementDividend Amount” provisions below) and (b) the aggregate number of Paragraph 7(f) below; provided Shares that the Maturity Hedging Party holds as its Hedge Positions on the related record date. Dividend Period: The period from, but excluding the Effective Date will be a Settlement to, but excluding, the Termination Date. Dividend Amount: In respect of each Dividend Payment Date if on such date during the Number Dividend Period, the net cash amount per Share, less any applicable withholding tax (to the extent not reflected in the net cash amount) paid by the Issuer to holders of record of the Shares for that are broker dealers similarly situated to the Hedging Party, including without limitation being subject to the same securities and other laws and rules and regulations of any securities or other regulators, exchanges and self-regulating organizations as those to which a Settlement Date has not already been designated the Hedging Party is greater than zero, and provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date subject with respect to the portion Hedge Positions relating to such Transaction. Dividend Payment Date: The day falling 2 Currency Business Days after payment of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood dividend to holders of record of the Shares that the Unwind Period with respect are broker dealers similarly situated to the remainder Hedging Party. Re-investment of such Settlement Shares shall, subject to clause (ii) in “Settlement Dividends: Not Applicable Adjustment Events: Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole.of Adjustment: Calculation Agent Adjustment Extraordinary Events:

Settlement Date. Any Scheduled Trading Day following the Effective Date and up to and including the Maturity Final Date that is either: (a) designated by Counterparty as a “Settlement Date” by a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Dealer no less than (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Physical Settlement applies, and (ii) 90 80 Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Final Date, if Cash Settlement or Net Share Settlement applies; provided that, if Dealer shall fully unwind its hedge with respect to the portion of the Number of Shares to be settled during an Unwind Period by a date that is more than two Scheduled Trading Days prior to a Settlement Date specified above, Dealer may, by written notice to Counterparty, specify any Scheduled Trading Day prior to such original Settlement Date as the Settlement Date (with prior notice to Counterparty at least two Scheduled Trading Days prior to such specified Settlement Date); or (b) designated by Dealer as a “Settlement Date” pursuant to the “Termination Settlement” provisions of Paragraph 7(f7(g) below; below;(A) provided that the Maturity Final Date will be a Settlement Date if on such date the Number of Shares for which a Settlement Date has not already been designated is greater than zero, and (B) provided further that, following the occurrence of at least three consecutive Disrupted Days during an Unwind Period and while such Disrupted Days are continuing, Dealer may designate any subsequent Scheduled Trading Day as the Settlement Date with respect to the portion of the Settlement Shares, if any, for which Dealer has determined an Unwind Purchase Price during such Unwind Period, it being understood that the Unwind Period with respect to the remainder of such Settlement Shares shall, subject to clause (ii) in “Settlement Method Election” below, recommence on the next succeeding Exchange Business Day that is not a Disrupted Day in whole. Final Date: March 22, 2020 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day).