Common use of Additional Adjustment Clause in Contracts

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this Transaction exceeds a weighted average rate equal to [*]basis points6 per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*] basis points7 per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day one month period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this Transaction exceeds a weighted average rate equal to [*]] basis points6 points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*] basis points7 points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments: Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this Transaction exceeds a weighted average rate equal to [*]] basis points6 per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*] basis points7 per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this Transaction exceeds a weighted average rate equal to [*]] basis points6 points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*] basis points7 points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g)) below, respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “1525%.” Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), its affiliate) over any 10 consecutive Scheduled Trading Day period, one month period of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this the Transaction exceeds a weighted average rate equal to [*]•] basis points6 points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*•] basis points7 points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Hedging Party: Dealer for all applicable Additional Disruption Events. Non-Reliance: Applicable Agreements and Acknowledgments: Acknowledgments Regarding Hedging Activities: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 20 consecutive Scheduled Trading Day periodDays, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this any Transaction exceeds a weighted average rate equal to [*]basis points6 per annumthe Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement), the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*] basis points7 per annum the Initial Stock Borrow Rate (as set forth in the relevant Transaction Supplement) during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, Delisting or Change In Law) shall be as specified below under in the headings “Acceleration Events” and the “Termination Settlement” in Paragraphs provisions of Paragraph 7(f) and Paragraph 7(g)) of this Master Confirmation Agreement, respectively, below. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable applicable, except Failure to Deliver or except to the extent expressly referenced in Paragraph 7(f)(iv) of this Master Confirmation Agreement below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments: Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this Transaction exceeds a weighted average rate equal to [*]] basis points6 points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*] basis points7 points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable

Additional Adjustment. ​ If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day one month period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this Transaction exceeds a weighted average rate equal to [*]●] basis points6 points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*●] basis points7 points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: ​ ​ Extraordinary Events: ​ In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: ​ Applicable Agreements and Acknowledgments: Acknowledgments Regarding Hedging Activities: ​ Applicable Additional Acknowledgments: ​ Applicable

Additional Adjustment. If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day one week period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to this Transaction exceeds a weighted average rate equal to [*]] basis points6 points per annum, the Calculation Agent shall reduce the Forward Price in order to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to [*] basis points7 points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. 6 As agreed by the parties for each Transaction 7 As agreed by the parties for each Transaction Extraordinary Events: Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “15%.” Non-Reliance: Applicable Agreements and Acknowledgments: Acknowledgments Regarding Hedging Activities: Applicable