Common use of Amendments to Equity Definitions Clause in Contracts

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “diluting or concentrative” and replacing them with the word “material”; and adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (iii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”. (v) Section 12.9(b)(v) of the Equity Definitions is hereby amended by: (x) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (y) (1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine in a commercially reasonable manner the Cancellation Amount payable by one party to the other.” and (4) deleting clause (X) in the final sentence.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “diluting or concentrative” and replacing them with the word “material”; and adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (iii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) (a) replacing “either party may elect” with “Dealer may elect” and (2b) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such sectionsection and (2) adding the following sentence at the end: “If Dealer does not elect to terminate the Transaction, the Calculation Agent may adjust the terms of the Transaction upon the occurrence of such an event pursuant to Modified Calculation Agent Adjustment (as if such event were a Tender Offer).” (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”. (v) Section 12.9(b)(v) of the Equity Definitions is hereby amended by: (x) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (y) (1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine in a commercially reasonable manner the Cancellation Amount payable by one party to the other.” and (4) deleting clause (X) in the final sentence.

Amendments to Equity Definitions. (ia) Section 11.2(e)(vii12.9(b)(iv) of the Equity Definitions is hereby amended by by: (i) deleting the words “diluting or concentrative” and replacing them with the word “material”; and adding (1) subsection (A) in its entirety, (2) the phrase “or the Options” at the end of the sentence. (ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the )” following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (iii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause subsection (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) the phrase “in each case” in subsection (B); (ii) replacing “will lend” with “lends” in subsection (B); and (iii) replacing the words phrase “either partyneither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the last sentence thereof with the words “the Hedging Party”. penultimate sentence; and (vb) Section 12.9(b)(v) of the Equity Definitions is hereby amended by: (xi) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (y) ii) (1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), ) and (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine in a commercially reasonable manner the Cancellation Amount payable by one party to the other.” ”; and (4iii) deleting clause subsection (X) in its entirety and the final sentencewords “or (Y)” immediately following subsection (X). Role of Agent. Each party agrees and acknowledges that (i) X.X. Xxxxxx Securities LLC, an affiliate of Dealer (“JPMS”), has acted solely as agent and not as principal with respect to the Transaction and (ii) JPMS has no obligation or liability, by way of guaranty, endorsement or otherwise, in any manner in respect of the Transaction (including, if applicable, in respect of the settlement thereof). Each party agrees it will look solely to the other part for performance of such other party’s obligations under the Transaction.

Amendments to Equity Definitions. (i) Section 11.2(a) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with the word “an” and (ii) adding the phrase “or such Transaction” at the end thereof; (ii) Section 11.2(c) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or concentrative” with the word “an” in the fifth line thereof, (ii) adding the phrase “or such Transaction” immediately following the word “Shares” in the sixth line thereof, and (iii) deleting the words “dilutive or concentrative” in the sixth to last line thereof; and (iii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting (i) replacing the words “a diluting or concentrative” and replacing them with the word “material”; an” and (ii) adding the phrase “or the Optionsrelevant Transaction” at the end of the sentencethereof. (iiiv) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (15(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (iiiv) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer Nomura may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”. (v) Section 12.9(b)(v) of the Equity Definitions is hereby amended by: (x) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (y) (1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine in a commercially reasonable manner the Cancellation Amount payable by one party to the other.” and (4) deleting clause (X) in the final sentence.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the word words “a material”; ” and adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof inserting “(1)” immediately following the word “ormeans” after in the word “official” and inserting a comma therefor, first line thereof and (2) deleting inserting immediately prior to the semi-colon at the end of subsection (B) thereof and inserting the following words therefor words: “or (C2) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (15(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer”.” (iii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”. (v) Section 12.9(b)(v) of the Equity Definitions is hereby amended by: (x) adding the word “or” immediately before subsection “(B)” and ”, (2) deleting the comma at the end of subsection (A); and , (y) (13) deleting subsection (C) in its entirety, (24) deleting the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine in a commercially reasonable manner the Cancellation Amount payable by one party to the other.” and (45) deleting clause (X) replacing the words “either party” in the final sentencelast sentence of such Section with “Dealer”. 16 Include in Additional Call Option Confirmation only. 17 Include in Additional Call Option Confirmation only. 18 Include in Additional Call Option Confirmation only.

Amendments to Equity Definitions. (i) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “diluting or concentrative” and replacing them with the word “material”; and adding the phrase “or the Options” at the end of the sentence. (ii) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (15(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (iiiii) Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may electsuch an event” in the second line thereof with “(x) an Insolvency Filing Dealer may elect” and elect or (y) a Change in Law”, (2) replacing inserting the words “(as applicable)” immediately following the words “notice to the other party” with “notice to Counterparty” in the first sentence fourth line thereof and (3) inserting immediately prior to the period at the end thereof the words “; provided that Counterparty may only elect to terminate the Transaction upon the occurrence of such sectiona Change in Law if concurrently with electing to terminate the Transaction Counterparty represents and warrants to Dealer that it is not in possession of any material non-public information with respect to Issuer or the Shares”. (iviii) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing inserting immediately prior to the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”. (v) Section 12.9(b)(v) of the Equity Definitions is hereby amended by: (x) adding the word “or” immediately before subsection “(B)” and deleting the comma period at the end of subsection (A); and (y) (1) deleting subsection (C) the words “; provided that Counterparty may only elect to terminate the Transaction upon the occurrence of an Increased Cost of Hedging if concurrently with electing to terminate the Transaction Counterparty represents and warrants to Dealer that it is not in its entirety, (2) deleting possession of any material non-public information with respect to Issuer or the word “or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine in a commercially reasonable manner the Cancellation Amount payable by one party to the otherShares”.” and (4) deleting clause (X) in the final sentence.

Amendments to Equity Definitions. The following amendments shall be made to the Equity Definitions: (i) Section 11.2(e)(iii) is hereby amended by adding the word “non-cash” before “Extraordinary Dividend”. (ii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “diluting any other corporate event involving the Issuer or concentrative” and replacing them with the word “material”; and adding the phrase “or the Options” at the end a subsidiary of the sentenceIssuer that has a material economic effect on the Shares.” (iiiii) Section 12.6(a)(ii11.2(c) of the Equity Definitions is hereby amended by (1w) deleting from replacing the fourth words “a diluting or concentrative” with “a material” in the fifth line thereof the word “or” after the word “official” and inserting a comma thereforthereof, and (2y) deleting the semi-colon at words “diluting or concentrative” in the end of subsection (B) thereof and inserting the following words therefor “or (C) at Dealer’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect sixth to that Issuerlast line thereof.” (iiiiv) Section 12.9(b)(i12.9(b)(iv) of the Equity Definitions is hereby amended by (1) replacing “either party may electwill lend” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterpartylends” in the first sentence of such section. subsection (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) replacing the comma immediately following clause (A) thereof with the word “or”, (2) deleting clause (C) thereof in its entirety and (3) replacing the words “either party” in the last sentence thereof with the words “the Hedging Party”.B. (v) Section 12.9(b)(v) of the Equity Definitions is hereby amended by: by replacing “will lend” with “lends” in subjection (B); provided that, without limiting Section 12.9(b)(viii) of the Equity Definitions, Counterparty may lend Shares to Dealer pursuant to such Section 12.9(b)(v) of the Equity Definitions only from Shares that (x) adding are then-pledged and credited to the word “or” immediately before subsection “Collateral Account (B)” and deleting as defined in the comma at Pledge Agreement) in relation to the end of subsection (A); relevant Transaction and (y) (1) deleting subsection (C) in its entirety, (2) deleting have not been previously lent to Dealer while such relevant Transaction is outstanding; provided that if either party elects to terminate the word “or” immediately preceding subsection (CTransaction pursuant to Section 12.9(b)(v), (3) deleting the penultimate sentence termination will occur as set out in its entirety and replacing it with the sentence “The Hedging Party will determine in a commercially reasonable manner the Cancellation Amount payable by one party to the otherConsequences of Extraordinary Event.” and (4) deleting clause (X) in the final sentence.”