Common use of Forward Price Clause in Contracts

Forward Price. On the Hedge Completion Date, the Initial Forward Price, and on any day thereafter, the product of the Forward Price on the immediately preceding calendar day and 1 + the Daily Rate * (1/365); provided that the Forward Price on each Forward Price Reduction Date shall be the Forward Price otherwise in effect on such date minus the Forward Price Reduction Amount per Share for such Forward Price Reduction Date. Initial Forward Price: For each Transaction, as specified in the Supplemental Confirmation, to be the product of (i) the Net Percentage and (ii) the Volume-Weighted Hedge Price. Volume-Weighted Hedge Price: For each Transaction, as specified in the Supplemental Confirmation, to be the volume weighted average of the prices at which the Shares are sold through the Agent acting as forward seller for Dealer pursuant to the Sales Agreement during the period from and including the Trade Date through and including the Hedge Completion Date, provided that, solely for the purposes of calculating the Initial Forward Price, each such price shall be subject to adjustment by the Calculation Agent in good faith, in a commercially reasonable manner and in the same manner as the Forward Price pursuant to the definition thereof during the period from the Trade Date through and including the Hedge Completion Date. Net Percentage: For each Transaction, as specified in the Supplemental Confirmation, to be equal to one minus the commission set forth in the related Placement Notice for such Transaction. Daily Rate: For any day, the Overnight Bank Funding Rate minus the Spread. Overnight Bank Funding Rate: For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate” as such rate is displayed on the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service, or any successor page; provided that if no such rate appears for such day on such page, the rate for such day will be determined by the Calculation Agent based on its estimate of the prevailing USD overnight bank funding rate for such day. Spread: For each Transaction, as specified in the Supplemental Confirmation and the related Placement Notice. Forward Price Reduction Dates: For each Transaction, each date listed as such in Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. Forward Price Reduction Amount per For each Forward Price Reduction Date in each Transaction, the Forward Share: Price Reduction Amount per Share set forth opposite such date on Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. Valuation: Valuation Date: For any Settlement (as defined below), if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below); or if Cash Settlement or Net Share Settlement is applicable, the last Unwind Date for such Settlement.

Forward Price. On For each Transaction, on the Hedge Completion DateEffective Date for such Transaction, the Initial Forward PricePrice for such Transaction, and on any day thereafterother day, the product of the Forward Price on for such Transaction as of the immediately preceding calendar day multiplied by the sum of (i) 1 and 1 + (ii) the Daily Rate * (1/365)for such Transaction for such day; provided that the Forward Price on each Forward Price Reduction Date Date, the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date date, minus the Forward Price Reduction Amount per Share for such Forward Price Reduction Date. Initial Forward Price: For each Transaction, as specified in the Supplemental ConfirmationConfirmation for such Transaction, to be the product of (i) an amount equal to 1 minus the Net Percentage Forward Hedge Selling Commission Rate (as defined in the Distribution Agreement) applicable to such Transaction; and (ii) the Volume-Weighted Hedge Price, subject to adjustment as set forth herein. Volume-Weighted Hedge Price: For each Transaction, as specified in the Supplemental ConfirmationConfirmation for such Transaction, to be the volume volume-weighted average of the prices at which Sales Prices (as defined in the Distribution Agreement) per share of Forward Hedge Shares are (as defined in the Distribution Agreement) sold through on each Trading Day of the Agent acting Forward Hedge Selling Period for such Transaction, as forward seller for Dealer pursuant to determined by the Sales Agreement during the period from and including the Trade Date through and including the Hedge Completion Date, Calculation Agent; provided that, solely for the purposes of calculating the Initial Forward Price, each such price Sales Price (other than the Sales Price for the last day of the relevant Forward Hedge Selling Period) shall be subject to adjustment by the Calculation Agent in good faith, in a commercially reasonable manner and in the same manner as the Forward Price pursuant to the definition thereof during the period from from, and including, the Trade date one Settlement Cycle immediately following the first Trading Day of the relevant Forward Hedge Selling Period during which the Forward Hedge Shares in respect of such Transaction are sold to, and including, the Effective Date through and including the Hedge Completion Date. Net Percentage: For each Transaction, as specified in the Supplemental Confirmation, to be equal to one minus the commission set forth in the related Placement Notice for of such Transaction. Daily Rate: For each Transaction and for any day, (i)(A) the Overnight Bank Funding Rate for such day, minus (B) the SpreadSpread for such Transaction, divided by (ii) 365. Overnight Bank Funding Rate: For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate” ”, as such rate is displayed on the page Bloomberg Screen “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service”, or any successor page; provided that that, if no such rate appears for such a particular day on such page, the rate for such the first immediately preceding day will for which a rate does so appear shall be determined by the Calculation Agent based on its estimate of the prevailing USD overnight bank funding rate used for such day. Spread: For each Transaction, as specified set forth in the Supplemental Confirmation and the related Placement Noticefor such Transaction. Forward Price Reduction Dates: For each Transaction, each date listed as such specified in Schedule I to the Supplemental ConfirmationConfirmation for such Transaction, and as to be each date set forth under the heading “Forward Price Reduction Dates” in the related Forward Placement NoticeNotice for such Transaction. Forward Price Reduction Amount per Amount: For any Transaction, for each Forward Price Reduction Date in each for such Transaction, the Forward Share: Price Reduction Amount per Share set forth opposite such date on Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. Valuation: Valuation Date: For any Settlement (as defined below), if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below); or if Cash Settlement or Net Share Settlement is applicable, the last Unwind Date Confirmation for such SettlementTransaction. Shares: Common stock, USD 0.01 par value per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “GTY”).

Forward Price. On The average of the Hedge Completion DateVWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below; provided that (i) any Exchange Business Day in the Calculation Period that is a Knock-out Day shall be deemed not to be an Exchange Business Day for purposes of calculating the Forward Price, and (ii) the VWAP Price on any Exchange Business Day in the Calculation Period that is a Weighted Day shall be weighted using the Weighted Percentage for purposes of calculating the Forward Price (it being understood, for the avoidance of doubt, that, for any Weighted Day that is also a Disrupted Day in part, any weighting of the VWAP Price pursuant to “Valuation Disruption” shall be applied in addition to the Weighted Percentage). Forward Price Adjustment Amount: For each Transaction, the Initial Forward PricePrice Adjustment Amount; provided that if the Termination Date occurs after the Step-Up Date, and on any day thereafter, the product of then the Forward Price on the immediately preceding calendar day and 1 + the Daily Rate * (1/365); provided that the Forward Price on each Forward Price Reduction Date Adjustment Amount shall be the Step-Up Forward Price otherwise in effect on such date minus the Forward Price Reduction Amount per Share for such Forward Price Reduction DateAdjustment Amount. Initial Forward PricePrice Adjustment Amount: For each Transaction, as specified set forth in the related Supplemental Confirmation, to be the product of (i) the Net Percentage and (ii) the Volume. Step-Weighted Hedge Price. Volume-Weighted Hedge PriceUp Forward Price Adjustment Amount: For each Transaction, as specified set forth in the related Supplemental Confirmation. Step-Up Date: For each Transaction, to be as set forth in the volume weighted average of the prices at which the Shares are sold through the Agent acting as forward seller for Dealer pursuant to the Sales Agreement during the related Supplemental Confirmation. Calculation Period: The period from and including the Trade Calculation Period Start Date through to and including the Hedge Completion Termination Date. Calculation Period Start Date: For each Transaction, as set forth in the related Supplemental Confirmation. Knock-out Day: An Exchange Business Day in the Calculation Period (i) for which the VWAP Price exceeds the Knock-out Level and (ii) that is not a Disrupted Day in full; provided thatthat there may be no more than the Maximum Number of Knock-out Days in the Calculation Period and, solely for accordingly, once the purposes Maximum Number of calculating Knock-out Days is reached, no more Exchange Business Days in the Initial Forward Price, each such price Calculation Period shall be subject to adjustment by the Calculation Agent in good faithKnock-out Days. Knock-out Level: For each Transaction, in a commercially reasonable manner and as set forth in the same manner related Supplemental Confirmation. Maximum Number of Knock-out Days: For each Transaction, as set forth in the Forward Price pursuant to the definition thereof during the period from the Trade Date through and including the Hedge Completion Daterelated Supplemental Confirmation. Net Weighted Percentage: For each Transaction, as specified in the Supplemental Confirmation, to be equal to one minus the commission set forth in the related Placement Notice Supplemental Confirmation. Weighted Day: An Exchange Business Day in the Calculation Period (i) for such Transaction. Daily Rate: For any day, which the Overnight Bank Funding Rate minus VWAP Price is less than the Spread. Overnight Bank Funding Rate: For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate” as such rate Weighting Threshold Level and (ii) that is displayed on the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service, or any successor pagenot a Disrupted Day in full; provided that if there may be no such rate appears for such day on such page, more than the rate for such day will be determined by Maximum Number of Weighted Days in the Calculation Agent based on its estimate Period and, accordingly, once the Maximum Number of Weighted Days is reached, no more Exchange Business Days in the prevailing USD overnight bank funding rate for such dayCalculation Period shall be Weighted Days. SpreadWeighting Threshold Level: For each Transaction, as specified in the Supplemental Confirmation and the related Placement Notice. Forward Price Reduction Dates: For each Transaction, each date listed as such in Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. Forward Price Reduction Amount per For each Forward Price Reduction Date in each Transaction, the Forward Share: Price Reduction Amount per Share set forth opposite such date on Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. Valuation: Valuation Date: For any Settlement (as defined below), if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below); or if Cash Settlement or Net Share Settlement is applicable, the last Unwind Date for such Settlement.

Forward Price. On the Hedge Completion Date, the Initial Forward Price, ; and on any (b) On each calendar day thereafter, the product of (i) the Forward Price on as of the immediately preceding calendar day multiplied by (ii) the sum of 1 and 1 + the Daily Rate * (1/365)for such day; provided that the Forward Price that, on each Forward Price Reduction Date Date, the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date date, minus the Forward Price Reduction Amount per Share for such Forward Price Reduction Date. Initial Forward Price: For each Transaction, as specified in Notwithstanding the Supplemental Confirmationforegoing, to be the product of (i) extent Counterparty delivers Shares hereunder on or after a Forward Price Reduction Date and on or before the Net Percentage and (ii) the Volumerecord date for an ordinary cash dividend with an ex-Weighted Hedge Price. Volume-Weighted Hedge Price: For each Transaction, as specified in the Supplemental Confirmation, dividend date corresponding to be the volume weighted average of the prices at which the Shares are sold through the Agent acting as forward seller for Dealer pursuant to the Sales Agreement during the period from and including the Trade Date through and including the Hedge Completion such Forward Price Reduction Date, provided that, solely for the purposes of calculating the Initial Forward Price, each such price shall be subject to adjustment by the Calculation Agent shall adjust the Forward Price to the extent it determines, in good faith, in a that such an adjustment is appropriate to preserve the economic intent of the parties (taking into account Dealer’s commercially reasonable manner and hedge positions in respect of the Transaction). Notwithstanding any other provision herein or in the same manner as Equity Definitions to the contrary, the Forward Price pursuant to at any time shall in no event be less than the definition thereof during the period from par value per Share on the Trade Date through and including the Hedge Completion Date. Net Percentage: For each Transaction, as specified in the Supplemental Confirmation, to be equal to one minus the commission set forth in the related Placement Notice for such Transaction. Daily Rate: For any day, the a rate (which may be positive or negative) equal to (i) (a) Overnight Bank Funding Rate for such day minus (b) the SpreadSpread divided by (ii) 365. Overnight Bank Funding Rate: For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate” Bank Funding Rate”, as such rate is displayed on the page Bloomberg Screen “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service”, or any successor page; provided that that, if no such rate appears for such a particular day on such page, the rate for such the immediately preceding day will for which a rate does so appear shall be determined by the Calculation Agent based on its estimate of the prevailing USD overnight bank funding rate used for such day. -8- Spread: For each Transaction, as specified in the Supplemental Confirmation and the related Placement Notice[ ]%. Prepayment: Not Applicable Variable Obligation: Not Applicable Forward Price Reduction Dates: For each Transaction, each date listed as such in As set forth on Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. Forward Price Reduction Amount per Amounts: For each Forward Price Reduction Date in each TransactionDate, the Forward Share: Price Reduction Amount per Share set forth opposite such date on Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. ValuationI. Exchange: Valuation DateThe Nasdaq Global Select Market Related Exchange(s): All Exchanges Clearance System: For any Settlement (as defined below), if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below); or if Cash Settlement or Net Share Settlement is applicable, the last Unwind Date for such Settlement.The Depository Trust Company

Forward Price. On the Hedge Completion DateFor each Transaction, the Initial Forward Price, and on any day thereafter, the product arithmetic average of the VWAP Prices for all of the Exchange Business Days in the Calculation Period for such Transaction, subject to “Valuation Disruption” below. Forward Price on the immediately preceding calendar day and 1 + the Daily Rate * (1/365); provided that the Forward Price on each Forward Price Reduction Date shall be the Forward Price otherwise in effect on such date minus the Forward Price Reduction Amount per Share for such Forward Price Reduction Date. Initial Forward PriceAdjustment Amount: For each Transaction, as specified set forth in the related Supplemental Confirmation. Calculation Period: For each Transaction, to be the product of (i) period from, and including, the Net Percentage Calculation Period Start Date for such Transaction to, and (ii) including, the Volume-Weighted Hedge PriceTermination Date for such Transaction. Volume-Weighted Hedge PriceCalculation Period Start Date: For each Transaction, as specified set forth in the related Supplemental Confirmation. Termination Date: For each Transaction, the Scheduled Termination Date for such Transaction; provided that in no event shall the Scheduled Termination Date be postponed to a date later than the Final Termination Date; provided further that Dealer shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the volume weighted average Termination Date for the entire Transaction (the “Accelerated Termination Date”) by delivering notice to Counterparty of any such designation prior to 6:00 p.m. (New York City time) on the prices at which second Exchange Business Day immediately following the designated Accelerated Termination Date; provided further that if Dealer expects that the Number of Shares are sold through the Agent acting to be Delivered will be a negative number as forward seller for Dealer pursuant a result of any Acceleration prior to the Sales Agreement during the period from and including the Trade Date through and including the Hedge Completion Scheduled Termination Date, provided thatthen Dealer shall use its reasonable efforts to provide, solely for the purposes of calculating the Initial Forward Price, each such price shall be subject to adjustment by the Calculation Agent in good faith, in a commercially reasonable manner and in the same manner as the Forward Price pursuant to the definition thereof during extent feasible, the period from the Trade Date through and including the Hedge Completion Counterparty notice of any such Acceleration prior to any such proposed Acceleration. Scheduled Termination Date. Net Percentage: For each Transaction, as specified in the Supplemental Confirmation, to be equal to one minus the commission set forth in the related Placement Notice for such Transaction. Daily Rate: For any daySupplemental Confirmation, the Overnight Bank Funding Rate minus the Spread. Overnight Bank Funding Rate: For any day, the rate set forth for such day opposite the caption subject to postponement as provided in “Overnight bank funding rateValuation Disruption” as such rate is displayed on the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service, or any successor pagebelow; provided that if in no such rate appears for such day on such page, event shall the rate for such day will Scheduled Termination Date be determined by postponed to a date later than the Calculation Agent based on its estimate of the prevailing USD overnight bank funding rate for such dayFinal Termination Date. SpreadFinal Termination Date: For each Transaction, as specified set forth in the related Supplemental Confirmation and the related Placement NoticeConfirmation. Forward Price Reduction DatesFirst Acceleration Date: For each Transaction, each date listed as such in Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. Forward Price Reduction Amount per For each Forward Price Reduction Date in each Transaction, the Forward Share: Price Reduction Amount per Share set forth opposite such date on Schedule I to the Supplemental Confirmation, and as set forth in the related Placement Notice. Valuation: Valuation Date: For any Settlement (as defined below), if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below); or if Cash Settlement or Net Share Settlement is applicable, the last Unwind Date for such Settlement.