Common use of Early Unwind Clause in Contracts

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” ”] 17 [“Option Securities”]18 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach for the avoidance of the Purchase Agreement doubt, Dealer shall repay to Counterparty any Premium paid by Dealer, Company shall purchase from Counterparty to Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market priceTransaction. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement) Agreement dated as of August 14, 2019, among Counterparty and Citigroup Global Markets Inc. and Xxxxxxx Xxxxx & Co. LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)), is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Additional Securities” (as defined in the Purchase Agreement) Agreement dated as of November 13, 2019, among Counterparty and Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Sachs & Co. LLC, as representatives of the Initial Purchasers thereunder (the “Initial Purchasers”)), is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Initial Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents Counterparty represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(r), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten SecuritiesOption Notes” (as defined in the Purchase Agreement dated as of January 9, 2017 between Counterparty, Parent and Citigroup Global Markets Inc. and Xxxxxxx, Xxxxx & Co. as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”) (the “Purchase Agreement”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company either Counterparty or Parent fails to deliver to Dealer opinions opinion(s) of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Dealer, Counterparty and Company Parent under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party parties from and agrees not to make any claim against the any other party with respect to any obligations or liabilities of the any other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares and other Hedge Positions purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer Dealer, Counterparty and Company Parent represents and acknowledges to the other parties that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Firm Securities” (as defined in the Purchase Agreement) Agreement dated as of August 14, 2019, among Counterparty and Citigroup Global Markets Inc. and Xxxxxxx Xxxxx & Co. LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)), is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of this Confirmation, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]6 [“Option Securities”]7 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; , provided that, other than in cases involving a breach for the avoidance of the Purchase Agreement by Dealerdoubt, Company shall purchase from repay to Dealer on the Early Unwind Date all Shares purchased any Premium paid by Dealer or one or more of its affiliates to Company in connection with the Transaction at the then prevailing market priceTransaction. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of this Confirmation, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(r), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) Agreement is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase AgreementAgreement dated as of February 17, 2016, between Counterparty and X.X. Xxxxxx Securities LLC, as representative of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents Counterparty represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Firm]7 [“Additional]8 Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or 7 Insert in Base Warrant Confirmation. 8 Insert in Additional Warrant Confirmation. one or more of its affiliates in connection with the Transaction at the then prevailing market priceprice Dealer or any such affiliate paid for such Shares. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]17[“Option Securities”]18 (as defined in the Purchase Underwriting Agreement) is not consummated with the Representatives Underwriters for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Initial Securities” ”] [“Option Securities”] (as defined in the Purchase Agreement) Agreement is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(x), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event that the sale of the [“Underwritten Securities” Firm Securities”]14[“Additional Securities”]15 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind 14 Insert for Base Call Option Confirmation. 15 Insert for Additional Call Option Confirmation. Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (ix) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Notes”]18[“Optional Notes”]19 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”](5)[“Option Securities”](6) (as defined in the Purchase AgreementAgreement dated as of [the Trade Date] [August 2, 2016] between Counterparty and Deutsche Bank Securities Inc.) is not consummated with the Representatives initial purchaser thereof for any reason, or Company fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateAugust 8, 2016 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 8, 2016 or such later date as agreed upon being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (ia) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (iib) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents Counterparty represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchaser for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates as Hedging Positions in connection with the respect of this Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Firm] Insert for Base Call Option Confirmation. [“Additional] Insert for Additional Call Option Confirmation. Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market priceprice Dealer or any such affiliate paid for such Shares. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Initial Securities” (as defined in the Purchase Agreement) is not consummated or the “Closing” (as defined in the Purchase Agreement) does not occur with the Representatives respect to such sale for any reasonreason on or before June 30, 2020, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (June 30, 2020 or the Premium Payment Date or such later date date, as applicable, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and the Premium shall be returned to Counterparty less reasonable costs of Dealer and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]21[“Additional Securities”]22 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of May 25, 2021, between Counterparty and Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that, other than in cases involving a breach of as the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market pricecase may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]20[“Option Securities”]21 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]18[“Option Securities”]19 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Initial Securities”][“Option Securities” ”] (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of March 4, 2024, between Counterparty and BofA Securities, Inc., as representative of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Initial Securities”]26[“Option Securities”]27 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchaser for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of this Confirmation, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 26 Insert for Base Call Option Confirmation. 27 Insert for Additional Call Option Confirmation.

Early Unwind. In the event the sale of the [“Underwritten Securities” Initial Securities”]10[“Option Securities”]11 (as defined in the Purchase Agreement (the “Purchase Agreement”), dated as of February 12, 2020, among Company, i3 LLC and BofA Securities, Inc., as representative of the several Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions any opinion of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Initial Securities”][“Option Securities” ”] (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of June [__], 2021, among Counterparty and Gxxxxxx Sxxxx & Co. and BofA Securities, Inc., as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]25[“Option Securities”]26 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of [__], 2023, between Counterparty and X.X. Xxxxxx Securities LLC, as representative of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 25 Insert for Base Call Option Confirmation. 26 Insert for Additional Call Option Confirmation.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]45[“Option Securities”]46 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case case, by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party parties from and agrees not to make any claim against the any other party with respect to any obligations or liabilities of the any other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other parties that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 45 Include in Base Call Option Confirmation only (conformed to Purchase Agreement). 46 Include in Additional Call Option Confirmation only (conformed to Purchase Agreement).

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer JPMorgan opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer JPMorgan and Company represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]18[“Option Securities”]19 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price;. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 18 Insert for Base Call Option Confirmation. 19 Insert for Additional Call Option Confirmation.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) Convertible Notes is not consummated with the Representatives initial purchasers for any reason, or Company fails to deliver to Dealer opinions reason by the close of counsel as required pursuant to Section 9(a), business in each case by 5:00 p.m. (New York City time) on the Premium Payment DateAugust 15, 2003 (or such later date as agreed upon by the parties parties) (the Premium Payment Date August 15, 2003 or such later date as agreed upon being the “Early Unwind Date”"EARLY UNWIND DATE"), the this Transaction shall automatically terminate (the “Early Unwind”"EARLY UNWIND"), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates and assume, or reimburse the cost of, derivatives entered into by JPMorgan or one or more of its affiliates in connection with hedging this Transaction. The Purchase price paid by the Transaction at Counterparty shall be JPMorgan's actual cost of such Shares and derivatives as JPMorgan informs Counterparty and shall be paid in immediately available funds on the then prevailing market priceEarly Unwind Date. Each of Dealer JPMorgan and Company represents Counterparty represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u)the preceding sentence, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]10[“Additional Securities”]11 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of May 25, 2021, between Company and Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that, other than in cases involving a breach of as the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market pricecase may be. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Initial Securities”]19[“Option Securities”]20 (as defined in the Purchase Agreement (the “Purchase Agreement”), dated as of February 12, 2020, among Counterparty, Issuer and BofA Securities, Inc., as representative of the several Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions any opinion of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that, other than in cases involving a breach of as the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market pricecase may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Firm]15 [“Additional]16 Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Underwriting Agreement (the “Underwriting Agreement”) dated as of April 1, 2020, between Counterparty and Xxxxxx Xxxxxxx & Co. LLC, as the sole Underwriter party thereto (the “Underwriter”)) is not consummated with the Representatives Underwriter for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that, other than in cases involving a breach of as the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market pricecase may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of July 26, 2010 between Company and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Representatives Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten SecuritiesFirm Notes” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of March 5, 2024, among Counterparty, the guarantors party thereto and BofA Securities, Inc., as representative of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Additional Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(r), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Initial Notes”]25 [“Additional Notes”]26 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails Counterparty and Parent fail to deliver to Dealer opinions an opinion of counsel as required pursuant to Section 9(a)) of this Confirmation, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer Dealer, Counterparty and Company Parent under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer Dealer, Counterparty and Company Parent represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of July 26, 2010 between Counterparty and X.X. Xxxxxx Securities Inc. and Xxxxxxx, Sachs & Co. as representatives of the several Initial Purchasers party thereto) is not consummated with the Representatives Initial Purchasers for any reason, other than in cases involving a breach of the Purchase Agreement by Dealer or Company its affiliate, or Counterparty fails to deliver to Dealer the opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents Counterparty represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Initial Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u9(t), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]17[“Option Securities”]18 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase AgreementA) is not consummated with the Representatives for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) or (B) the sale of the [“Firm Securities”]21[“Optional Securities”]22 (as defined in the Purchase Agreement) is not consummated with the Initial Purchasers for any reason, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated terminated, and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction so terminated either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction so terminated shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]8[“Option Securities”]9 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other 8 Insert for Base Warrant Confirmation. 9 Insert for Additional Warrant Confirmation. party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]18 [“Optional Securities”]19 (as defined in the Purchase Agreement (the “Purchase Agreement”), dated June 25, 2019, among Counterparty, Issuer and the guarantors party thereto and Barclays Capital Inc., as the representative of the initial purchasers named therein (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions any opinion of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that, other than in cases involving a breach of as the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market pricecase may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]10 [“Additional Securities”]11 (as defined in the Purchase Agreement) Agreement dated as of April [__], 2021, among Counterparty and [Xxxxxxx Xxxxx & Co. LLC] and [X.X. Xxxxxx Securities LLC], as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)), is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.. 10 Insert only for the Base Call Option Confirmation 11 Insert only for the Additional Call Option Confirmation

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]15[“Option Securities”]16 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]45[“Option Securities”]46 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]23[“Additional Securities”]24 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]26[“Option Securities”]27 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchaser for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 26 Insert for Base Call Option Confirmation. 27 Insert for Additional Call Option Confirmation.

Early Unwind. In the event the sale of the “Underwritten Initial Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchaser for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with commercially reasonable hedging activities related to the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]13[“Option Securities”]14 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reasonreason (other than the default by an Initial Purchaser that is or is affiliated with Dealer), or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.. (w)

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]16 [“Option Securities”]17 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a10(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Initial Securities”]27[“Option Securities”]28 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchaser for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of this Confirmation, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Additional Securities” (as defined in the Purchase Underwriting Agreement) is not consummated with the Representatives Underwriters for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents Counterparty represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer. Very truly yours, ROYAL BANK OF CANADA by its agent RBC Capital Markets, LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Associate Director By: Name: Title: Accepted and confirmed as of the Trade Date: TTM TECHNOLOGIES, INC. By: /s/ Xxxx X. Xxxxxx Authorized Signatory Name: Xxxx X. Xxxxxx

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]5 [“Additional Securities”]6 (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of [__], 2023 among Xxxxxx Xxxxxxx & Co. LLC and X.X. Xxxxxx Securities LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”), and Counterparty) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case reason by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of October 6, 2022, among X.X. Xxxxxx Securities LLC, as representative of the Initial Purchasers party thereto (the “Initial Purchasers”), the guarantors party thereto and Counterparty) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that, other than in cases involving a breach of as the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market pricecase may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) Agreement is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]17[“Option Securities”]18 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reasonreason (other than the default by an Initial Purchaser that is or is affiliated with Dealer), or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u‎9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]22[“Option Securities”]23 (as defined in the Purchase Agreement) Agreement dated as of February [___], 2020, among Counterparty and Xxxxxxx Xxxxx & Co. LLC, as representative of the several Initial Purchasers (the “Initial Purchasers”), is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Initial Securities” ”] [“Option Securities”] (as defined in the Purchase Agreement dated as of June 15, 2021 (the “Purchase Agreement”) among Company, BofA Securities, Inc., Wxxxx Fargo Securities, LLC, Gxxxxxx Sxxxx & Co. LLC and Truist Securities, Inc., as representatives of the several Initial Purchasers (the “Initial Purchasers”) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Firm]11 [“Additional]12 Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market priceprice Dealer or any such affiliate paid for such Shares. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Notes”]5[“Option Notes”]6 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under 5 Insert for Base Warrant Confirmation. 6 Insert for Additional Warrant Confirmation. the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]42[“Additional Securities”]43 (as defined in the Purchase Underwriting Agreement) is not consummated with the Representatives Underwriters for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”, dated as of October 29, 2015, among Company, X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale by Issuer of the “Underwritten Initial Securities” (as defined in under the Purchase Agreement) is not consummated with the Representatives Initial Purchasers (as defined in the Purchase Agreement) pursuant to the Purchase Agreement (the “Purchase Agreement”) dated as of March 14, 2018 between Issuer and Dealer, as representative of the Initial Purchasers party thereto for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case reason by 5:00 p.m. 9:00 A.M. (New York City time) on the Premium Payment Date, third business day after the Trade Date (or such later date as agreed upon by the parties parties, which in no event shall be later than ten business days after such third business day) (the Premium Payment Date such third business day or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date Date, and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction Issuer thereunder shall be cancelled and terminated terminated. Following such termination and (ii) cancellation, each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other either party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents Issuer represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)) of the Original Confirmation, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(v), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(s), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]73[“Option Securities”]74 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Initial Securities”]19[“Option Securities”]20 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)0, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Firm]25 [“Additional]26 Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]7[“Option Securities”]8 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of October 6, 2022, among J.X. Xxxxxx Securities LLC, as representative of the Initial Purchasers party thereto (the “Initial Purchasers”), the guarantors party thereto and Counterparty) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that, other than in cases involving a breach of as the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market pricecase may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach for the avoidance of the Purchase Agreement doubt, Dealer shall repay to Counterparty any Premium paid by Dealer, Company shall purchase from Counterparty to Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market priceTransaction. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Underwriting Agreement (the “Underwriting Agreement”) dated as of April 1, 2020, between Counterparty and Xxxxxx Xxxxxxx & Co. LLC, as the sole Underwriter party thereto (the “Underwriter”)) is not consummated with the Representatives Underwriter for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date or Premium Payment Date, as the case may be, and (ix) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (iiy) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date or Premium Payment Date; provided that, other than in cases involving a breach of as the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market pricecase may be. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Firm Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”), dated as of June 4, 2020, between Company and Xxxxxxx Xxxxx & Co. LLC, BofA Securities, Inc. and Xxxxx Fargo Securities, LLC, as representatives of the Purchasers party thereto (the “Purchasers”)) is not consummated with the Representatives Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date Date, and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated terminated. Following such termination, cancellation and (ii) payment, each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]19 [“Additional Securities”]20 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a)10(a) hereof, in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be 19 Insert for Base Call Option Confirmation. 20 Insert for Additional Call Option Confirmation. released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer JPMorgan opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer JPMorgan and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer JPMorgan on the Early Unwind Date all Shares purchased by Dealer JPMorgan or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer JPMorgan and Company represents represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents Counterparty represent and acknowledges acknowledge to the other that, subject to the proviso included in this Section 9(u)Section, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Securities”]14[“Option Securities”]15 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(w), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 14 Insert for Base Call Option Confirmation. 15 Insert for Additional Call Option Confirmation.

Early Unwind. In the event the sale of the “Underwritten Firm Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u9(r), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”, dated as of October 29, 2015, among Company, X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Initial Securities”]26[“Option Securities”]27 (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated terminated, and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 26 Insert for Base Call Option Confirmation. 27 Insert for Additional Call Option Confirmation.

Early Unwind. In the event the sale of the [“Underwritten Firm] [“Additional] Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”), dated as of August [ ], 2023, among Counterparty and Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchaser for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company that Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with commercially reasonable hedging activities related to the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Option Securities” (as defined in the Purchase Agreement) is not consummated or the “Closing” (as defined in the Purchase Agreement) does not occur with the Representatives respect to such sale for any reasonreason on or before June 30, 2020, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a‎9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (June 30, 2020 or the Premium Payment Date or such later date date, as applicable, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and the Premium shall be returned to Counterparty less reasonable costs of Dealer and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Securities” Firm Securities”]10 [“Additional Securities”]11 (as defined in the Purchase Agreement) Agreement dated as of February [__], 2022, among Counterparty and Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)), is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date date, the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), ) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the [“Underwritten Firm] Insert in Base Warrant Confirmation. [“Additional] Insert in Additional Warrant Confirmation. Securities” (as defined in the Purchase Agreement) is not consummated with the Representatives Initial Purchasers for any reason, or Company fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(aý9(a), in each case by 5:00 1:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, that Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market priceprice Dealer or any such affiliate paid for such Shares. Each of Dealer and Company represents and acknowledges to the other that, subject to the proviso included in this Section 9(uý9(w), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Unwind. In the event the sale of the “Underwritten Initial Securities” (as defined in the Purchase Agreement (the “Purchase Agreement”) dated as of March 2, 2022, between Counterparty and Gxxxxxx Sxxxx & Co. LLC and Moelis & Company LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”)) is not consummated with the Representatives Initial Purchasers for any reason, or Company Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Company Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date; provided that, other than in cases involving a breach of the Purchase Agreement by Dealer, Company shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one or more of its affiliates in connection with the Transaction at the then prevailing market price. Each of Dealer and Company Counterparty represents and acknowledges to the other that, subject to the proviso included in this Section 9(u), upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.