Common use of Amendments to the Equity Definitions Clause in Contracts

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(andprovided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(andprovided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii) adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “anmaterial economic”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”material economic” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) replacing the words “a diluting or concentrative” with “material economic” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(andprovided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended and restated as follows: “any other corporate action by deleting the words “Issuer that has a diluting or concentrative” and replacing them with material economic effect on the word “a material”; and adding theoretical value of the phrase “Shares or Warrants” at ; provided that such action is not based on (a) an observable market, other than the end of the sentencemarket for Issuer’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to Issuer’s own operations.” (D) 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”.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(andprovided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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”.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (Di) 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.” (Eii) Section 12.9(b)(iv12.9(b)(i) of the Equity Definitions is hereby amended by: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. (iii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has a material economic effect on the Shares and/or options on the Shares; provided that such event is not based on (a) an observable market, other than the market for the Issuer’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to Issuer’s own operations”. (iv) Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) adding the word “or” immediately before subsection “(B)”, (2) deleting the comma at the end of subsection (A), (3) deleting subsection (C) in its entirety, (4) deleting the word “or” immediately preceding subsection (C) and (5) replacing the words “either party” in the last sentence of such Section with “Dealer”.

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Issuer or a diluting or concentrative” and replacing them with subsidiary of the word “Issuer that has a material”; and adding material economic effect on the phrase “Shares or Warrants” at the end of the sentence.” (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “anmaterial”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, other than in the case of a Share split or equivalent transaction, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “ana material”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant SharesShare)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)”.” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative” and replacing them with “that is the word “result of a corporate event involving the Company and that may have a material”; ” and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “anmaterial economic”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”material economic” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) replacing the words “a diluting or concentrative” with “material economic” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (x) deleting the words “a diluting or concentrative” and replacing them with the word words “a materialmaterial economic”; and , (y) adding the phrase “or Warrants” at after the end of words “the sentencerelevant Shares” and (z) replacing the word “event” with the words “corporate action by the Issuer”. (D) 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”.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, other than in the case of a Share split, reverse Share split or equivalent transaction, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence[Reserved.] (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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”.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “"a diluting or concentrative” " and replacing them with the words “"an”"; and adding the phrase “"or Warrants” " at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “"a diluting or concentrative” " with “"an”" in the fifth line thereof, (x) adding the phrase "or Warrants" after the words "the relevant Shares" in the same sentence, (y) adding the phrase “or Warrants” after deleting the words “the relevant Shares” "diluting or concentrative" in the same sentence sixth to last line thereof and (z) deleting the phrase “"(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” " and replacing it with the phrase “"(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).”" (C) 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 “"a material”"; and adding the phrase “"or Warrants” " at the end of the sentence. (D) 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.”" (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a materialan”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 DealerJPMorgan’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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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[Reserved.”] (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:by (A) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); (B) replacing “will lend” with “lends” in subsection (B); and (C) deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the penultimate sentence; “Lending Party” means a third party that is not Company or an affiliate of Company that Dealer considers to be an acceptable counterparty (acting in good faith and in a reasonable manner in light of (x) other transactions that Dealer (or its agent or affiliate) may have entered into with such party and (y) any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements or related policies and procedures are imposed by law or have been voluntarily adopted by Dealer) that apply generally to transactions of a nature and kind similar to the transactions contemplated with such party).

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a materialan”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 DealerCitibank’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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material economic”; and adding the phrase “or Warrants; provided that such event is not based on (a) an observable market, other than the market for the Company’s own stock or (b) an observable index, other than an index calculated measured solely by reference to Company’s own operations” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a materialmaterial economic”; and adding the phrase “or Warrants; provided that such event is not based on (a) an observable market, other than the market for the Company’s own stock or (b) an observable index, other than an index calculated measured solely by reference to Company’s own operations” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Issuer or its securities that has a diluting or concentrative” and replacing them with material economic effect on the word “a materialTransaction.”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 DealerJPMorgan’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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(andprovided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii) adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(andprovided that, solely in the case of Sections 11.2(e)(i), (ii)(A), (iv) and (v), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (vi) and (vii) adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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”.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrativeconcentrative effect on the theoretical value of” and replacing them with the word words “that is the result of a materialcorporate action by Company that has a material economic effect on”; and adding the phrase “or Warrants; provided that such event is not based on an observable market, other than the market for the Company’s own stock or an observable index, other than an index calculated and measured solely by reference to the Company’s own operations” at the end of the sentence. (D) 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”.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “ana material”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(andprovided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no 4 To be updated as appropriate to reflect each Dealer’s requirements. adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii), adjustments may shall be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Issuer or a diluting or concentrative” and replacing them with subsidiary of the word “Issuer that has a material”; and adding material economic effect on the phrase “Shares or Warrants” at the end of the sentence.” (D) 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; provided that the period for dismissal, discharge, stay or restraint therein shall be increased from within 15 days to within 60 days.” (E) Section 12.7(b) of the Equity Definitions is hereby amended by deleting the words “(and in any event within five Exchange Business Days) by the parties after” appearing after the words “agreed promptly” and replacing with the words “by the parties on or prior to”. (F) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (Aa) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “anin the commercially reasonable judgment of the Calculation Agent, a material economic”; and adding the phrase “or Warrantssuch Transaction” at the end of the sentence. (Bb) Section 11.2(c) of the Equity Definitions is hereby amended by (xi) replacing the words “a diluting or concentrative” with “an”a material economic” in the fifth line thereof, (yii) adding the phrase “or Warrantssuch Transaction” after the words “the relevant Shares” in the same sentence sentence, (iii) replacing the words “dilutive or concentrative” in the sixth to last line thereof with “material economic”, and (ziv) with respect to any Potential Adjustment Event under Sections 11.2(e)(ii)(B), (C) and (D), 11.2(e)(v), 11.2(e)(vi), or 11.2(e)(vii) only, deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (Cc) Section 11.2(e) of the Equity Definitions is hereby amended by deleting clause (iii) thereof in its entirety. Section 11.2(e)(v) of the Equity Definitions is amended by adding the words “at a premium to the current market price thereof (other than in connection with Permitted Purchases)” after the word “Shares” in such Section. Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting and restated as follows: “any other similar corporate event involving the words “a diluting Issuer that affects all or concentrative” substantially all holders of Shares and replacing them with that in the word “a material”; and adding the phrase “or Warrants” at the end commercially reasonable judgment of the sentenceCalculation Agent has a material economic effect on the theoretical value of the Shares or options on the Shares”. (Dd) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1i) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2ii) 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.” (Ee) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by: (i) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and (ii) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence. (f) Section 12.9(b)(v) of the Equity Definitions is hereby amended by adding the phrase “; provided that the Non-Hedging Party may so elect to terminate the relevant Transaction only if the Non-Hedging Party represents and warrants to the Hedging Party in writing on the date it notifies the Hedging Party of such election that, as of such date, the Non-Hedging Party is not aware of any material non-public information regarding Counterparty or the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws” immediately prior to the period at the end of subsection (C). (g) Section 12.9(b)(v) of the Equity Definitions is hereby amended by deleting clause (X) in the final sentence.

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Issuer or a diluting or concentrative” and replacing them with subsidiary of the word “Issuer that has a material”; and adding material economic effect on the phrase “Shares or Warrants” at the end of the sentence.” (D) 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 2002 ISDA Master Agreement with respect to Company, provided that Issuerthe period for dismissal, discharge, stay or restraint therein shall be increased from within 15 days to within 60 days.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Issuer that has a diluting or concentrative” and replacing them with material economic effect on the word “a material”; and adding the phrase “Shares or Warrants” at the end of the sentence.” (D) 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”.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a materialan”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 DealerBank’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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “anmaterial”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing deleting the words “a diluting or concentrative” with “an”, and (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 DealerJPMorgan’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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (Ai) Section 11.2(a) 6.4 of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase following sentence after the first sentence: “or Warrants” at A Scheduled Trading Day on which a Related Exchange fails to open during its regular trading session will not be a Disrupted Day if the end of the sentenceCalculation Agent determines that such failure will not have a material impact on Dealer’s ability to unwind any related hedging transactions.” (Bii) The first paragraph of Section 11.2(c) of the Equity Definitions is hereby amended by (x1) replacing the words “a diluting or concentrative” in the fifth line thereof with the word “an”, material” and (y2) adding the phrase words “or WarrantsOptions” after the words “the relevant Shares” in the same sixth line thereof and the sentence immediately preceding Section 11.2(c)(ii) is hereby amended by (1) deleting the words “diluting or concentrative” and (z2) deleting replacing the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant SharesShare)” and replacing it with the phrase “(andincluding, for the avoidance of doubtwithout limitation, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant SharesShare)”.” (Ciii) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting (1) replacing the words “a diluting or concentrative” and replacing them with the word “a material”; ” and (2) adding the phrase words “or WarrantsOptions” at the end of the sentence. (Div) Section 12.1(c) of the Equity Definitions is hereby replaced with the following: “Merger Date” means the Announcement Date of an event that if consummated would constitute a Merger Event. (v) Section 12.1(e) of the Equity Definitions is hereby replaced with the following: “Tender Offer Date” means the Announcement Date of an event that if consummated would constitute a Tender Offer. (vi) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth third line thereof the word “or” after the word “official” and inserting a comma therefor, therefor and (2) deleting inserting the following phrase prior to the semi-colon at the end of subsection (B) thereof and inserting the following words therefor colon: “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”.” (Evii) Solely for purposes of applying the Equity Definitions and for purposes of this Confirmation, any reference to a Strike Price shall be deemed to be a reference to any of the Low Call Strike Price or the High Call Strike Price, or both, as appropriate. (viii) Section 12.9(b)(iv12.9(b)(i) of the Equity Definitions is hereby amended by: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.

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) Sections 12.2(e) and 12.3(d) of the Equity Definitions are hereby amended by, in each case, deleting the phrase “termination of the Transaction, in which case ‘Cancellation and Payment’ will be deemed to apply” and replacing it with the phrase “termination of the Transaction (in whole or in part), in which case ‘Cancellation and Payment’ or ‘Partial Cancellation and Payment’, as applicable, will be deemed to apply.” (E) 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.” (EF) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “"a diluting or concentrative” " and replacing them with the words “"an”"; and adding the phrase “"or Warrants” " at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “"a diluting or concentrative” " with “"an”", (y) adding the phrase “"or Warrants” " after the words “"the relevant Shares” " in the same sentence and (z) deleting the phrase “"(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” " and replacing it with the phrase “"(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).”" (C) 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 “a material”"an"; and adding the phrase “"or Warrants” " at the end of the sentence. (D) 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 Bank'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.”" (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, except in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(ii)(A), Section 11.2(e)(ii)(B) or Section 11.2(e)(iv), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(ii)(A), Section 11.2(e)(ii)(B) or Section 11.2(e)(iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares.” (C) [Reserved]. (D) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Company that has a diluting or concentrative” and replacing them with material economic effect on the word “a material”; and adding the phrase “Shares or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for US-DOCS\102978042.12 changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrativeconcentrative effect on the theoretical value of” and replacing them with the word words “that is the result of a materialcorporate action by Company that has a material economic effect on”; and adding the phrase “or Warrants; provided that such event is not based on an observable market, other than the market for the Company’s own stock or an observable index, other than an index calculated and measured solely by reference to the Company’s own operations” at the end of the sentence. (D) 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”.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence, provided that no adjustment under Section 11.2(c) of the Equity Definitions shall accelerate Dealer’s ability to exercise the Warrants or extend the length of time in which the Warrants are exercisable on account of any event that is based on (a) an observable market, other than the market for Company’s own stock or (b) an observable index, other than an index calculated or measured solely by reference to Company’s own operations. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by: (x) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and (y) deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the penultimate sentence. (F) Section 12.9(b)(v) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “anmaterial”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, ” and (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 DealerJPMorgan’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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (Aa) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “anin the commercially reasonable judgment of the Calculation Agent, a material economic”; and adding the phrase “or Warrantssuch Transaction” at the end of the sentence. (Bb) Section 11.2(c) of the Equity Definitions is hereby amended by (xi) replacing the words “a diluting or concentrative” with “an”a material economic” in the fifth line thereof, (yii) adding the phrase “or Warrantssuch Transaction” after the words “the relevant Shares” in the same sentence sentence, (iii) replacing the words “dilutive or concentrative” in the sixth to last line thereof with “material economic”, and (ziv) with respect to any Potential Adjustment Event under Sections 11.2(e)(ii)(B), (C) and (D), 11.2(e)(v), 11.2(e)(vi), or 11.2(e)(vii) only, deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (Cc) Section 11.2(e) of the Equity Definitions is hereby amended by deleting clause (iii) thereof in its entirety. Section 11.2(e)(v) of the Equity Definitions is amended by adding the words “at a premium to the current market price thereof (other than in connection with Permitted Purchases)” after the word “Shares” in such Section. 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 “in the commercially reasonable judgement of the Calculation Agent, a materialmaterial economic”; and adding the phrase “or Warrantsthe relevant Transaction” at the end of the sentence. (Dd) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1i) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2ii) 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.” (Ee) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by: (i) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and (ii) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence. (f) Section 12.9(b)(v) of the Equity Definitions is hereby amended by adding the phrase “; provided that the Non-Hedging Party may so elect to terminate the relevant Transaction only if the Non-Hedging Party represents and warrants to the Hedging Party in writing on the date it notifies the Hedging Party of such election that, as of such date, the Non-Hedging Party is not aware of any material non-public information regarding Counterparty or the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws” immediately prior to the period at the end of subsection (C). (g) Section 12.9(b)(v) of the Equity Definitions is hereby amended by deleting clause (X) in the final sentence.

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrativeconcentrative effect on the theoretical value of” and replacing them with the word words “that is the result of a materialcorporate action by Company that has a material economic effect on”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, except in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(ii)(A), Section 11.2(e)(ii)(B), Section 11.2(e)(iv) or Section 11.2(e)(v), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(ii)(A), Section 11.2(e)(ii)(B), Section 11.2(e)(iv) or Section 11.2(e)(v), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares.” (C) Section 11.2(e)(iii) of the Equity Definitions is hereby deleted in its entirety. (D) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e), the parties hereto agree that, with respect to any Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events to the extent the aggregate amount of such repurchases effected during the term of such Transaction does not exceed USD 200 million: (x) in any calendar year, repurchases of Shares in open-market transactions or privately negotiated accelerated Share repurchase (or similar) transactions that do not, in the aggregate, exceed USD 60 million in such calendar year, and (y) in any calendar quarter, privately negotiated accelerated Share repurchase (or similar) transactions that do not, in the aggregate, exceed USD 20 million in such calendar quarter” at the end of such Section. (E) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Issuer that has a diluting or concentrative” and replacing them with material economic effect on the word “a material”; and adding the phrase “Shares or Warrants” at the end of the sentence. (D) 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.” (EF) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “, Warrants or WarrantsUnderlying Shares” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “, Warrants or WarrantsUnderlying Shares” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a materialan”; and adding the phrase “, Warrants or WarrantsUnderlying Shares” at the end of the sentence. (D) 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 DealerBank’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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. The following amendments shall be made to the Equity Definitions: (Ai) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; ’’ and adding the phrase “or Warrants” following words at the end of the sentence.thereof “or options on such Shares”; (Bii) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, and (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, . for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).”; (Ciii) 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 “a material”; an” and adding the phrase “or Warrants” following words at the end of the sentence.thereof “or options on such Shares”; (Div) Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1x) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2y) deleting the semi-colon semicolon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at DealerJPMorgan’s option, the occurrence of any of the events specified in Section 5(a)(vii) (15(a)(vii)(l) through (9) of the ISDA 2002 Master Agreement with respect to that Issuer.”; (Ev) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:by (x) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and (y) deleting the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the penultimate sentence; and (vi) Section 12.9(b)(v) of the Equity Definitions is hereby amended by (1) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (2) deleting subsection (C) in its entirety and deleting the word “or” immediately preceding subsection (C); (3) inserting after the phrase “If such notice is not given” in the third sentence thereof the words “or the Non-Hedging Party has not elected an alternative specified in clause (A) or (B) above”; (4) replacing in the penultimate sentence the words “either party” with “the Hedging Party”; and (5) deleting clause (X) and the words “or (Y)” in the final sentence.

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words word “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. . (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 {00050289;1} 12 of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, except in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(ii)(A), Section 11.2(e)(ii)(B) or Section 11.2(e)(iv), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(ii)(A), Section 11.2(e)(ii)(B) or Section 11.2(e)(iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares.” (C) Section 11.2(e)(iii) of the Equity Definitions is hereby deleted in its entirety. (D) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e)(v), the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 20% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section. (E) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Issuer that has a diluting or concentrative” and replacing them with material economic effect on the word “a material”; and adding the phrase “Shares or Warrants” at the end of the sentence. (D) 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.” (EF) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a "diluting or concentrative” " and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence"material". (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a "diluting or concentrative” " with “"an”, " and (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “"(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” " and replacing it with the phrase “"(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).”" (C) 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 “a "material”"; and adding the phrase “"or Warrants” " at the end of the sentence. (D) 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 JPMorgan'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.”" (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material economic” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “a diluting or concentrative” in the sixth to last line thereof and replacing them with the words “a material economic” and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “provided that, solely in the case of Sections 11.2(e)(i), (andii)(A), and (iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares, but, for the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrativeconcentrative effect on the theoretical value of the relevant Shares” and replacing them with the word words “that is the result of a materialcorporate event involving the Issuer or its securities that has a material economic effect on the relevant Transaction; provided that such event is not based on (a) an observable market, other than the market for Company’s own stock or (b) an observable index, other than an index calculated and measured solely by reference to Company’s own operations”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 10 Included in the Barclays Bank PLC Call Option Confirmation. 11 Included in the JPMorgan Chase Bank, National Association Call Option Confirmation. 12 Included in the Xxxxxx Xxxxxxx & Co. International plc Call Option Confirmation. 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a "diluting or concentrative” " and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence"material". (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a "diluting or concentrative” " with “"an”, " and (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “"(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” " and replacing it with the phrase “"(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).”" (C) 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 “a "material”"; and adding the phrase “"or Warrants” " at the end of the sentence. (D) 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 Citibank'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.”" (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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 '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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant SharesShares following the declaration by Company of the terms of any Potential Adjustment Event under Sections 11.2(e)(ii), (v), (vi) and (vii), and with respect to any Potential Adjustment Event under Section 11.2(e)(i), the Calculation Agent may make adjustments solely with respect to changes to stock loan rate where the contemplated subdivision, consolidation, reclassification, free distribution or dividend of relevant Shares will, at the Calculation Agent’s determination, result in a market price per Share of less than $5.00 immediately following such Potential Adjustment Event).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them it in its entirety with the word “a material”; and adding the phrase “any other corporate action relating to the Issuer’s common stock that is within the Issuer’s control that may have a material effect on the theoretical value of the relevant Shares or Warrants” at the end of the sentence.” (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) replacing the words “diluting or concentrative” in the sixth to last line thereof with the word “material” and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, except in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(iv), Section 11.2(e)(v) solely to extent the relevant repurchase is made at a price equal to or less than the then-current market price of the Shares, or Section 11.2(e)(vii) (other than, in the case of Section 11.2(e)(vii), any corporate event involving Company), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares). In the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(iv), Section 11.2(e)(v) solely to extent the relevant repurchase is made at a price equal to or less than the then-current market price of the Shares, or Section 11.2(e)(vii) (other than, in the case of Section 11.2(e)(vii), any corporate event involving Company), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares.” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may shall be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Issuer or a diluting or concentrative” and replacing them with subsidiary of the word “Issuer that has a material”; and adding material economic effect on the phrase “Shares or Warrants” at the end of the sentence.” (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or Warrants” after “a diluting or concentrative effect on the words “theoretical value of the relevant Shares” in the same sentence prior to clause (A) and (zy) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “anmaterial”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing deleting the words “a diluting or concentrative” with “an”, and (y) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) 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 “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “ana material”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (xw) replacing the words “a diluting or concentrative” with “an”a material” in the fifth line thereof, (yx) adding the phrase “or Warrants” after the words “the relevant Shares” in the same sentence sentence, (y) deleting the words “diluting or concentrative” in the sixth to last line thereof and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, except in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(ii)(A), Section 11.2(e)(ii)(B), Section 11.2(e)(iv) or Section 11.2(e)(v), adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); in the case of a Potential Adjustment Event as described in Section 11.2(e)(i), Section 11.2(e)(ii)(A), Section 11.2(e)(ii)(B), Section 11.2(e)(iv) or Section 11.2(e)(v), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares.” (C) [Reserved]. (D) Section 11.2(e)(v) of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this Section 11.2(e), the parties hereto agree that, with respect to any Transaction, repurchases of Shares by the Company or any of its subsidiaries shall not be considered Potential Adjustment Events to the extent such repurchases do not exceed (x) 5% of the Shares outstanding as of the Trade Date in any calendar year or (y) 15% of the Shares outstanding as of the Trade Date in the aggregate during the term of the Transaction”. (E) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting replaced in its entirety with the words “any other corporate event involving the Company that has a diluting or concentrative” and replacing them with material economic effect on the word “a material”; and adding the phrase “Shares or Warrants” at the end of the sentence. (D) 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.” (EF) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “an”; and adding the phrase “or Warrants” at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “a diluting or concentrative” with “an”, (y) adding the phrase “or an effect on the theoretical value of the Warrants” after the words “the relevant Shares” in the same sentence and (z) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).” (C) Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (I) replacing the words “other event” with the words “action by the Issuer” and (II) deleting the words “a diluting or concentrative” and replacing them with the word words “a material”; and adding the phrase “or Warrants” at the end of the sentence. (D) 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.” (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by:

Amendments to the Equity Definitions. (A) Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “"a diluting or concentrative” " and replacing them with the words “"an”"; and adding the phrase “"or Warrants” " at the end of the sentence. (B) Section 11.2(c) of the Equity Definitions is hereby amended by (x) replacing the words “"a diluting or concentrative” " with “"an”", (y) adding the phrase “"or Warrants” " after the words “"the relevant Shares” " in the same sentence and (z) deleting the phrase “"(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” " and replacing it with the phrase “"(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares).”" (C) 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 “a material”"an"; and adding the phrase “"or Warrants” " at the end of the sentence. (D) 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 JPMorgan'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.”" (E) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by: