Common use of Other Adjustments Pursuant to the Equity Definitions Clause in Contracts

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation Agent.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap PricePrice as provided in this Section 9(z), the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i9(l)(i)-(iii)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Parent or Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity DefinitionsDefinitions (as amended by Section 9(l)(i)-(iii)), the Calculation Agent shall determine shall, in a its commercially reasonable manner whether such occurrence discretion but without duplication of any adjustment to the Cap Price pursuant to any other provision in this Confirmation, the Equity Definitions or declarationthe Agreement (including, as applicablewithout limitation, has had a material economic effect on the Transactions andprovisions opposite the caption “Announcement Event” above), if so, shall adjust the Cap Price (but, notwithstanding anything to preserve the fair value contrary in this Confirmation or the Equity Definitions, none of the Options (including adjustments to account for changes in volatilityStrike Price, expected dividendsthe Number of Options, stock loan rate or liquidity relative the Option Entitlement and any other variable relevant to the relevant Shares as determined by the Calculation Agent in a commercially reasonable mannerexercise, butsettlement, payment or other terms for the avoidance of doubt, solely Transaction) as though (i) in the case of Section 11.2(e)(i)such a Potential Adjustment Event, “Calculation Agent Adjustment” were the Method of Adjustment with respect to such Potential Adjustment Event, (ii)(Aii) in the case of such a Merger Date, “Modified Calculation Agent Adjustment” were the “Consequence of Merger Event” with respect to the related Merger Event and (iv)iii) in the case of such a Tender Offer Date, no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative “Modified Calculation Agent Adjustment” were the “Consequence of Tender Offer” with respect to the relevant Shares)related Tender Offer; provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation Agent.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Merger Event,” “Merger Event,Tender Offer” and “Tender OfferPotential Adjustment Event” shall each have the meanings assigned to such term in the Equity Definitions (in the case of the definition of “Tender Offer,” as amended by Section 10(j)(i)); provided that Section 12.1(d9(i)(ii) above, and in the case of the Equity Definitions is hereby definition of “Potential Adjustment Event”, as amended by replacing “10%” with “20%” in the third line thereofSection 9(i)(i) above), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions Transaction and, if so, shall shall, adjust the Cap Price to preserve the fair value of the Options to Dealer; provided that (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, x) solely in the case of a Potential Adjustment Event pursuant Section 11.2(e)(i), (ii)(A) and or (iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided , (y) the parties agree that Exempted Repurchases shall not be considered Potential Adjustment Events and (z) in no event shall the Cap Price be less than the Strike Price; provided further that. “Exempted Repurchase” means any (1) open market Share repurchase at prevailing market prices (including, if no adjustment without limitation, any discount to the Cap Price will preserve such fair value of the Optionsaverage VWAP prices), Cancellation (2) Share repurchase through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions that is entered into at prevailing market prices (including, without limitation, any discount to average VWAP prices) and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount customary market terms for transactions of such payment as if “Calculation Agent Determination” applied type to repurchase the Option Transaction; provided further that Shares, or (i3) any adjustment to the Cap Price made reacquisition of Shares pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (includingCounterparty’s employee incentive plans in connection with the related equity transactions, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by or Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number ’s withholding of Shares to cover tax liabilities associated with such equity transactions, so repurchased during any twelve-month period during long as, in the term case of the Transaction each of clause (1) and clause (2), such repurchase or transaction would not exceed 20% of reduce the number of total Shares outstanding as of the Trade Dateto be less than 377,202,034 Shares, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation AgentAgent in a commercially reasonable manner and as adjusted by the Calculation Agent to account for any subdivision or combination with respect to the Shares.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereofDefinitions, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)Options; provided that (i) in no event shall the Cap Price be less than the Strike Price; provided further that(ii) with respect to any Announcement Event (or any event that would be an Announcement Event if “35%” and “20%” in the definition thereof were replaced with “0%”), if no adjustment to the Cap Price will preserve such fair value shall be made pursuant to this Section 9(z); (iii) for the purposes of this Section 9(z), (A) Section 11.2(e)(v) of the OptionsEquity Definitions is hereby amended by adding the phrase “, Cancellation and Payment will be deemed to apply and any payment to be made by one party provided that, notwithstanding this Section 11.2(e)(v), with respect to the other Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall be calculated not constitute Potential Adjustment Events: any repurchases of Shares in open-market or privately negotiated transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 20% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section 12.7 11.2(e)(v), and (B) Section 12.1(d) of the Equity Definitions, and Definitions is hereby amended by replacing “10%” with “20%” in the Calculation Agent shall determine third line thereof; (iv) any acquisition by Counterparty and/or its subsidiaries where the amount aggregate consideration does not exceeds 35% of the market capitalization of Counterparty as of the date of such payment as if “Calculation Agent Determination” applied to the Option Transactionacquisition shall not constitute a Potential Adjustment Event; provided further that and (iv) any adjustment to the Cap Price made pursuant to this Section 10(y10(z) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation Agent.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap PricePrice as provided in this Section 9(x), the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i9(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine may, in a its commercially reasonable manner whether such occurrence discretion but without duplication of any adjustment to the Cap Price pursuant to any other provision in this Confirmation, the Equity Definitions or declarationthe Agreement (including, as applicablewithout limitation, has had a material economic effect on the Transactions andprovisions opposite the caption “Announcement Event” above), if so, shall adjust the Cap Price (but, notwithstanding anything to preserve the fair value contrary in this Confirmation or the Equity Definitions, none of the Options (including adjustments to account for changes in volatilityStrike Price, expected dividendsthe Number of Options, stock loan rate the Option Entitlement or liquidity relative any other variable relevant to the relevant Shares as determined by the Calculation Agent in a commercially reasonable mannerexercise, butsettlement, payment or other terms for the avoidance of doubt, solely Transaction) as though (i) in the case of Section 11.2(e)(i)a Potential Adjustment Event, “Calculation Agent Adjustment” (as amended by this Confirmation) were the Method of Adjustment with respect to such Potential Adjustment Event, (ii)(Aii) in the case of a Merger Date, “Modified Calculation Agent Adjustment” were the “Consequence of Merger Event” with respect to such Merger Event and (iv)iii) in the case of a Tender Offer Date, no adjustments will be made “Modified Calculation Agent Adjustment” were the “Consequence of Tender Offer” with respect to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)such Tender Offer; provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for . For the avoidance of doubt, adjustment made pursuant any cash dividend or distribution declared by Counterparty on or following the Trade Date shall constitute an Extraordinary Dividend (as defined in the Equity Definitions). EXECUTION COPY Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” Dealer. Very truly yours, SOCIETE GENERALE By: /s/ Xxxx Xxx Authorized Signatory Name: OPC Documentation Manager Accepted and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding confirmed as of the Trade Date: Horizon Pharma, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation Agent.Inc. By: /s/ Xxxxxx De Vaere Authorized Signatory

Other Adjustments Pursuant to the Equity Definitions. i. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by subject to Section 10(j)(i9(j)(i) and Section 9(x)(iii)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity DefinitionsDefinitions (subject to Section 9(j)(i) and Section 9(x)(iii)), the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, so shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)Options; provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y9(x) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence Consequences of Announcement Events” in Section 3 above); provided further ) and that any Share repurchases by Counterpartysuch adjustments may be made to account solely for changes in volatility, whether pursuant to Rule 10b-18 of the Exchange Actexpected dividends, Rule 10b5-1 of the Exchange Act interest rates, stock loan rate or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, liquidity relative to the extent that (x) relevant Shares and the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation AgentTransaction.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (xI) such Share repurchases are pursuant to the Concurrent Repurchase (as defined below), or (II) in respect of Share repurchases other than the Concurrent Repurchase, (A) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation Agent.of

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions Transaction and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)Options; provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 abovehereof); provided further that any Share repurchases by Counterparty. Solely for purposes of this Section 10(y), whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the Transaction would not exceed 20% definition of “Potential Adjustment Event”, as amended by Sections 10(j)(i) and (iv) hereof, and in the case of the number definition of Shares outstanding “Tender Offer”, as of amended by the Trade Date, provisions opposite the caption “Announcement Event” in Section 3 hereof) and (y) “Extraordinary Dividend” means any cash dividend on the aggregate number of Shares repurchased during other than a regular, quarterly cash dividend in an amount per Share that is less than or equal to the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation AgentRegular Dividend.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereofDefinitions, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)Options; provided that (i) in no event shall the Cap Price be less than the Strike Price; provided further that(ii) with respect to any Announcement Event (or any event that would be an Announcement Event if “35%” and “20%” in the definition thereof were replaced with “0%”), if no adjustment to the Cap Price will preserve such fair value shall be made pursuant to this Section 10(z); (iii) for the purposes of this Section 10(z), (A) Section 11.2(e)(v) of the OptionsEquity Definitions is hereby amended by adding the phrase “, Cancellation and Payment will be deemed to apply and any payment to be made by one party provided that, notwithstanding this Section 11.2(e)(v), with respect to the other Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall be calculated not constitute Potential Adjustment Events: any repurchases of Shares in open market or privately negotiated transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 20% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section 12.7 11.2(e)(v), and (B) Section 12.1(d) of the Equity Definitions, and Definitions is hereby amended by replacing “10%” with “20%” in the Calculation Agent shall determine third line thereof; (iv) any acquisition by Counterparty and/or its subsidiaries where the amount aggregate consideration does not exceeds 35% of the market capitalization of Counterparty as of the date of such payment as if “Calculation Agent Determination” applied to the Option Transactionacquisition shall not constitute a Potential Adjustment Event; provided further that and (iv) any adjustment to the Cap Price made pursuant to this Section 10(y10(z) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation Agent.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in good faith and in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions andTransaction, and if so, shall shall, in its good faith and commercially reasonable discretion, adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate the economic effect on the Transaction of such occurrence or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), declaration (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) section shall be made without duplication of any other adjustment hereunder hereunder). Solely for purposes of this Section 9(y): (includingx) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definition of “Potential Adjustment Event”, for as amended by Section 9(j)(i) of this Confirmation, and in the avoidance case of doubtthe definition of “Tender Offer”, adjustment made pursuant to as amended by the provisions opposite the captions caption “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement EventsEvent” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (xthis Confirmation) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) “Extraordinary Dividend” means any cash dividend on the Shares other than a regular, quarterly cash dividend in an amount per Share that is less than or equal to the Regular Dividend. Notwithstanding anything to the contrary in this Confirmation, the entry into (x) open market Share repurchases at prevailing market price and (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including, without limitation, any discount to average VWAP prices) that are 10 To be updated as appropriate for Dealer. 11 To be updated as appropriate for Dealer. entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall only constitute a Potential Adjustment Event to the extent that, after giving effect to such transaction, the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives all such transactions described in the immediately preceding proviso would not exceed 2515% of the number of Shares outstanding as of the Trade DateDate (as adjusted for any subdivision or combination of the Shares), in each case as determined by the Calculation Agent. Section 12.1(d) of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in the third and fourth line thereof with “greater than 20% and less than 100% of the outstanding Shares”.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap PricePrice pursuant to this Section 9(w), the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” and “Potential Adjustment Event” shall each have the meanings assigned to such term in the Equity Definitions (in the case of the definition of “Tender Offer,” as amended by Section 10(j)(i)); provided that Section 12.1(d9(i)(ii) above, and in the case of the Equity Definitions is hereby definition of “Potential Adjustment Event”, as amended by replacing “10%” with “20%” in the third line thereofSection 9(i)(i) above), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions Transaction and, if so, shall shall, adjust the Cap Price to preserve the fair value of the Options Options; provided that (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, x) solely in the case of a Potential Adjustment Event pursuant Section 11.2(e)(i), (ii)(A) and or (iv), no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided , (y) the parties agree that Exempted Repurchases shall not be considered Potential Adjustment Events and (z) in no event shall the Cap Price be less than the Strike Price; provided further that. “Exempted Repurchase” means any (1) open market Share repurchase at prevailing market prices (including, if no adjustment without limitation, any discount to the Cap Price will preserve such fair value of the Optionsaverage VWAP prices) or (2) Share repurchase through a dealer pursuant to accelerated share repurchases, Cancellation forward contracts or similar transactions that is entered into at prevailing market prices (including, without limitation, any discount to average VWAP prices) and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount customary market terms for transactions of such payment type to repurchase the Shares, so long as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act such repurchase or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction transaction would not exceed 20% of reduce the number of total Shares outstanding as of the Trade Dateto be less than 142,462,142 Shares, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation AgentAgent in a commercially reasonable manner and as adjusted by the Calculation Agent to account for any subdivision or combination with respect to the Shares.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); 9(j)(i) or, if applicable, by the definition of “Announcement Event”, and provided that for purposes of the foregoing (1) Section 12.1(d) of the Equity Definitions shall be amended by (x) replacing “10%” with “25%” in the third line thereof and (y) replacing the words “voting shares of the Issuer” in the fourth line thereof with the word “Shares” and (2) Section 12.1(e) of the Equity Definitions is hereby amended by replacing the words “10%” with “20%voting shares” in the third first line thereofthereof with the word “Shares”), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty or Issuer of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions Transaction (including, among other terms, the Strike Price and Cap Price) and, if so, shall adjust the Cap Price as the Calculation Agent determines appropriate to preserve account for the fair value economic effect on the Transaction of such occurrence or declaration, as applicable; provided that in no event shall the Cap Price be less than the Strike Price. Solely for purposes of a Potential Adjustment Event under this Section 9(x), (i) “Extraordinary Dividend” means any cash dividend on the Shares other than a regular, quarterly cash dividend in an amount equal to the Regular Dividend, (ii) the parties agree that (x) open market Share repurchases at prevailing market prices and (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Options Transaction pursuant to all transactions described in this sub-clause would not exceed 20% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent (including it being understood and agreed that any Shares repurchased on or around the Trade Date in connection with the Exchangeable Notes offering shall not give rise to a Potential Adjustment Event, and any such repurchases shall be excluded in determining whether transactions described in this sub-clause (ii) aggregate to 20%) and (iii) in the case of Sections 11.2(e)(i), (ii)(A) and (iv) of the Equity Definitions, no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(iSections 11.2(e)(ii)(B) through (D), (ii)(Aiii), (v), (vi) and (iv)vii) of the Equity Definitions, no adjustments will shall be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the . 29 Insert for Base Call Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, Confirmation. 30 Insert for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation AgentAdditional Call Option Confirmation.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereofDefinitions, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)Options; provided that (i) in no event shall the Cap Price be less than the Strike Price; provided further that(ii) with respect to any Announcement Event (or any event that would be an Announcement Event if “35%” and “20%” in the definition thereof were replaced with “0%”), if no adjustment to the Cap Price will preserve such fair value shall be made pursuant to this Section 10(z); (iii) for the purposes of this Section 10(z), (A) Section 11.2(e)(v) of the OptionsEquity Definitions is hereby amended by adding the phrase “, Cancellation and Payment will be deemed to apply and any payment to be made by one party provided that, notwithstanding this Section 11.2(e)(v), with respect to the other Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall be calculated not constitute Potential Adjustment Events: any repurchases of Shares in open-market or privately negotiated transactions at prevailing market prices or privately negotiated accelerated Share repurchase (or similar) transactions that are entered into in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 20% of the number of Shares outstanding as of the Trade Date and the aggregate number of Shares repurchased during the term of the Transaction pursuant to accelerated Share repurchase (or similar) transactions described in this proviso would not exceed 10% of the number of Shares outstanding as of the Trade Date, in each case as determined by the Calculation Agent” at the end of such Section 12.7 11.2(e)(v), and (B) Section 12.1(d) of the Equity Definitions, and Definitions is hereby amended by replacing “10%” with “20%” in the Calculation Agent shall determine third line thereof; (iv) any acquisition by Counterparty and/or its subsidiaries where the amount aggregate consideration does not exceed 35% of the market capitalization of Counterparty as of the date of such payment acquisition shall not constitute a Potential Adjustment Event; (v) any disposition by Counterparty and/or its subsidiaries where the aggregate consideration does not exceed 35% of the market capitalization of Counterparty as if “Calculation Agent Determination” applied to of the Option Transactiondate of such disposition shall not constitute a Potential Adjustment Event; provided further that (ivi) any adjustment to the Cap Price made pursuant to this Section 10(y10(z) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (yvii) “Extraordinary Dividend” means any cash dividend on the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation AgentShares.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i9(i)(i)); provided that Section 12.1(d) of and the Equity Definitions is hereby amended by replacing provisions modifying the term “10%Tender Offer” with opposite the caption “20%Announcement Event” in the third line thereofSection 3 above), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, shall may, in its commercially reasonable discretion, adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)Options; provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y9(x) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the . 15 Insert term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the defined in Purchase Agreement for Base Call Option Confirmation. 16 Insert term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, defined in each case as determined by Calculation AgentPurchase Agreement for Additional Call Option Confirmation.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions Transaction and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)Options; provided that in no event shall the Cap Price be less than the Strike Price; provided further thatin the case of a Potential Adjustment Event pursuant to Section 11.2(e)(i), if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 (ii)(A) or (iv) of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the Option Transactionrelevant Shares; and provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 abovehereof); provided further that any Share repurchases by Counterparty. Solely for purposes of this Section 10(y), whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the Transaction would not exceed 20% definition of “Potential Adjustment Event”, as amended by Sections 10(j)(i) and (iv) hereof, and in the case of the number definition of Shares outstanding “Tender Offer”, as of amended by the Trade Date, provisions opposite the caption “Announcement Event” in Section 3 hereof) and (y) “Extraordinary Dividend” means any cash dividend on the aggregate number of Shares repurchased during other than a regular, quarterly cash dividend in an amount per Share that is less than or equal to the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation AgentRegular Dividend.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)Options; provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 abovehereof); provided further that any Share repurchases by Counterparty. Solely for purposes of this Section 10(y), whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the Transaction would not exceed 20% definition of “Potential Adjustment Event”, as amended by Sections 10(j)(i) and (iv) hereof, and in the case of the number definition of Shares outstanding “Tender Offer”, as of amended by the Trade Date, provisions opposite the caption “Announcement Event” in Section 3 hereof) and (y) “Extraordinary Dividend” means any cash dividend on the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation AgentShares. 17 Insert for Base Call Option Confirmation. 18 Insert for Additional Call Option Confirmation.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in good faith and in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions andTransaction, and if so, shall shall, in its good faith and commercially reasonable discretion, adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate the economic effect on the Transaction of such occurrence or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), declaration (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) section shall be made without duplication of any other adjustment hereunder hereunder). Solely for purposes of this Section 9(y): (includingx) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definition of “Potential Adjustment Event”, for as amended by Section 9(j)(i) of this Confirmation, and in the avoidance case of doubtthe definition of “Tender Offer”, adjustment made pursuant to as amended by the provisions opposite the captions caption “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement EventsEvent” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (xthis Confirmation) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) “Extraordinary Dividend” means any cash dividend on the Shares other than a regular, quarterly cash dividend in an amount per Share that is less than or equal to the Regular Dividend. Notwithstanding anything to the contrary in this Confirmation, the entry into (x) open market Share repurchases at prevailing market price and (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including, without limitation, any discount to average VWAP prices) that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall only constitute a Potential Adjustment Event to the extent that, after giving effect to such transaction, the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives all such transactions described in the immediately preceding proviso would not exceed 2515% of the number of Shares outstanding as of the Trade DateDate (as adjusted for any subdivision or combination of the Shares), in each case as determined by the Calculation Agent. Section 12.1(d) of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in the third and fourth line thereof with “greater than 20% and less than 100% of the outstanding Shares”.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)) or, if applicable, by the definition of “Announcement Event”); provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof, and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so, shall adjust the Cap Price to preserve the fair value of the Options (including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above and pursuant to Section 10(h) above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (xA) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 2025% of the number of Shares outstanding as of the Trade Date, Date and (yB) the aggregate number of Shares so repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions any calendar year would not exceed 2515% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation Agent. Solely for purposes of this Section 10(y), “Extraordinary Dividend” means any cash dividend on the Shares other than a regular, quarterly cash dividend in an amount equal to the Regular Dividend.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 10(j)(i)); 9(j)(i) or, if applicable, by the definition of “Announcement Event”, and provided that for purposes of the foregoing (1) Section 12.1(d) of the Equity Definitions shall be amended by (x) replacing “10%” with “25%” in the third line thereof and (y) replacing the words “voting shares of the Issuer” in the fourth line thereof with the word “Shares” and (2) Section 12.1(e) of the Equity Definitions is hereby amended by replacing the words “10%” with “20%voting shares” in the third first line thereofthereof with the word “Shares”), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions Transaction (including, among other terms, the Strike Price and Cap Price) and, if so, shall adjust the Cap Price as the Calculation Agent determines appropriate to preserve account for the fair value economic effect on the Transaction of such occurrence or declaration, as applicable; provided that in no event shall the Cap Price be less than the Strike Price. Solely for purposes of a Potential Adjustment Event under this Section 9(x), (i) “Extraordinary Dividend” means any cash dividend on the Shares other than a regular, quarterly cash dividend in an amount equal to the Regular Dividend, (ii) the parties agree that (x) open market Share repurchases at prevailing market prices and (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not be considered Potential Adjustment Events, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Options Transaction pursuant to all transactions described in this sub-clause would not exceed 20% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent and (including iii) in the case of Sections 11.2(e)(i), (ii)(A) and (iv) of the Equity Definitions, no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares as determined by the Calculation Agent in a commercially reasonable manner, but, for the avoidance of doubt, solely in the case of Section 11.2(e)(iSections 11.2(e)(ii)(B) through (D), (ii)(Aiii), (v), (vi) and (iv)vii) of the Equity Definitions, no adjustments will shall be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares); provided that in no event shall the Cap Price be less than the Strike Price; provided further that, if no adjustment to the Cap Price will preserve such fair value of the Options, Cancellation and Payment will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions, and the Calculation Agent shall determine the amount of such payment as if “Calculation Agent Determination” applied to the Option Transaction; provided further that (i) any adjustment to the Cap Price made pursuant to this Section 10(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequence of Announcement Events” in Section 3 above); provided further that any Share repurchases by Counterparty, whether pursuant to Rule 10b-18 of the Exchange Act, Rule 10b5-1 of the Exchange Act or pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions on customary terms, at prevailing market prices, volume-average weighted prices or discounts thereto shall not be considered Potential Adjustment Events, to the extent that (x) the aggregate number of Shares so repurchased during any twelve-month period during the term of the Transaction would not exceed 20% of the number of Shares outstanding as of the Trade Date, and (y) the aggregate number of Shares repurchased during the term of the Transaction pursuant to forward contracts or accelerated stock repurchase contracts or similar derivatives transactions would not exceed 25% of the number of Shares outstanding as of the Trade Date, in each case as determined by Calculation Agent.