Common use of Private Placement Procedures Clause in Contracts

Private Placement Procedures. If Counterparty is unable to comply with the provisions of Section 7(c)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, based on the advice of counsel, that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer. If Counterparty delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

Private Placement Procedures. (i) If Counterparty is unable to comply with the provisions of Section 7(c)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, based on the advice of counsel, that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer. If Counterparty Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty Party B shall be effected in accordance with customary private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to DealerParty A; provided that Counterparty may not elect if, on or before the date that a Private Placement Settlement ifwould occur, on the date of its election, it Party B has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty Party B to Dealer Party A (or any affiliate designated by DealerParty A) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer Party A (or any such affiliate of Dealer), and if Counterparty Party A) or Party B fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty Party B and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to DealerParty A, due diligence rights (for Dealer Party A or any designated buyer of the Restricted Shares by DealerParty A), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar sizeagreements, all reasonably acceptable to Dealer. Party A. In the case of a Private Placement Settlement, Dealer Party A shall, in its good faith discretion, adjust the amount number of Restricted Shares to be delivered to Dealer Party A hereunder and/or the Forward Price for the relevant Transaction in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer Party A and may only be saleable by Dealer Party A at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement Agreement, this Master Forward Confirmation or this any Supplemental Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer Party A to Counterparty Party B of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date Settlement Date for the relevant Transaction or Termination Settlement Date for the relevant Transaction that would otherwise be applicable.

Private Placement Procedures. (i) If Counterparty is unable to comply with the provisions of Section 7(c)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, based on the advice of counsel, that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer. If Counterparty Company delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty the Company shall be effected in accordance with customary private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to DealerForward Purchaser; provided that Counterparty may not elect if, on or before the date that a Private Placement Settlement ifwould occur, on the date of its election, it Company has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty the Company to Dealer Forward Purchaser (or any affiliate designated by DealerForward Purchaser) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer Forward Purchaser (or any such affiliate of Dealer), and if Counterparty Forward Purchaser) or the Company fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of necessary to effect a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty the Company and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to DealerForward Purchaser, due diligence rights (for Dealer Forward Purchaser or any designated buyer of the Restricted Shares by DealerForward Purchaser), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar sizeagreements, all reasonably acceptable to DealerForward Purchaser. In the case of a Private Placement Settlement, Dealer Forward Purchaser shall, in its good faith discretion, adjust the amount number of Restricted Shares to be delivered to Dealer Forward Purchaser hereunder and/or the Forward Price in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer Forward Purchaser and may only be saleable by Dealer Forward Purchaser at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer Forward Purchaser to Counterparty the Company of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date Settlement Date or Termination Settlement Date that would otherwise be applicable.

Private Placement Procedures. If Counterparty Party B is unable to comply with the provisions of Section 7(c)(ii) “Covenant of Party B” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer Party A otherwise reasonably determines, based on the advice of counsel, determines that in its reasonable opinion any Settlement Shares to be delivered to Dealer Party A by Counterparty Party B may not be freely returned by Dealer Party A or its affiliates Affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securitiesCovenant of Party B” as defined in Rule 144 under the Securities Actabove, then delivery of any such Settlement Shares (the “Restricted Shares”) shall be effected as provided belowpursuant to Annex A hereto, unless waived by Dealer. If Counterparty delivers Party A; provided that Party A may not otherwise determine that the Settlement Shares are Restricted Shares based solely upon Party A (or its Affiliate) not having borrowed a number of Shares equal to the Base Amount on or before the Effective Date if there has been no change in law or change in the policy of the Securities and Exchange Commission or its staff. In the event that any Underwriter (as defined in the Underwriting Agreement) that is an Affiliate of Party A has not sold any of its allocation of Borrowed Optional Securities (as defined in the Underwriting Agreement) pursuant to this the Registration Statement (as defined in the Underwriting Agreement) with delivery of the Prospectus (as defined in the Underwriting Agreement) to the purchaser thereof on or prior to the later of (i) 90 days from the Effective Date and (ii) the first Settlement Date in respect of which Physical Settlement or Net Share Settlement applies, then the following sentence of clause (i) (of the Private Placement Procedures in Annex A shall not be applicable to a “number of Restricted Shares equal to the number of Borrowed Optional Securities that have not been so sold by an Affiliate of Party A pursuant to the Registration Statement, and no adjustment to such number of Restricted Shares shall be made in connection with Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. : “In the case of a Private Placement Settlement, Dealer Party A shall, in its good faith discretion, adjust the amount number of Restricted Shares to be delivered to Dealer Party A hereunder and/or the Forward Price in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer Party A and may only be saleable by Dealer Party A at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding .” In such event, (i) notwithstanding the Agreement provisions set forth in paragraph (a) under the heading “Covenants of Party A” above, Party A shall not be required to use such Restricted Shares to return Shares to securities lenders to close out open Share loans created by Party A or an Affiliate of Party A in the course of Party A’s or such Affiliate’s hedging activities related to Party A’s exposure under this Confirmation, (ii) Party A understands that such Shares will be “restricted securities” (as such term is defined in Rule 144 under the date of delivery Securities Act), and (iii) Party A shall only be permitted to sell, transfer or dispose of such Restricted Shares in accordance with applicable securities laws. Rule 10b5-1: It is the intent of Party A and Party B that following any election of Cash Settlement or Net Share Settlement by Party B, the purchase of Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the Clearance System Business Day following notice by Dealer to Counterparty requirements of the number of Restricted Shares to be delivered pursuant to this clause Rule 10b5-1(c). Party B acknowledges that (i). For ) during any Unwind Period Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Party A (or its agent or Affiliate) in connection with this Confirmation and (ii) Party B is entering into the avoidance of doubt, delivery of Restricted Shares shall be due as set forth Agreement and this Confirmation in the previous sentence good faith and not be due on as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the date that would otherwise be applicableExchange Act.

Private Placement Procedures. (i) If Counterparty is unable to comply with the provisions of Section 7(c)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, based on the advice of counsel, that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer. If Counterparty Party B delivers the Restricted Shares pursuant to this clause (i) (a “"Private Placement Settlement”"), then delivery of Restricted Shares by Counterparty Party B shall be effected in accordance with customary private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to DealerParty A; provided that Counterparty may not elect if , on or before the date that a Private Placement Settlement ifwould occur, on the date of its election, it Party B has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(24(2) of the Securities Act for the sale by Counterparty Party B to Dealer Party A (or any affiliate designated by DealerParty A) of the Restricted Shares or the exemption pursuant to Section 4(a)(14(1) or Section 4(a)(34(3) of the Securities Act for resales of the Restricted Shares by Dealer Party A (or any such affiliate of Dealer), and if Counterparty Party A) or Party B fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty Party B and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to DealerParty A, due diligence rights (for Dealer Party A or any designated buyer of the Restricted Shares by DealerParty A), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar sizeagreements, all reasonably acceptable to Dealer. Party A. In the case of a Private Placement Settlement, Dealer Party A shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer Party A hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer Party A and may only be saleable by Dealer Party A at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer Party A to Counterparty Party B of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date Settlement Date or Termination Settlement Date that would otherwise be applicable.

Private Placement Procedures. If Counterparty is unable to comply with the provisions of Section 7(c)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, based on the advice of counsel, determines that in its reasonable opinion any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer. (i) If Counterparty delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.. (ii) If Counterparty delivers any Restricted Shares in respect of this Transaction, Counterparty agrees that (A) such Shares may be transferred by and among Dealer and its affiliates and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of any seller’s and broker’s representation letters customarily delivered by Dealer or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer). (h)

Private Placement Procedures. If Counterparty CONE is unable to comply with the provisions of Section 7(c)(ii4(f)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise Dealer, as Hedging Party reasonably determines, based on the advice of counsel, that any Shares to be delivered to Dealer by Counterparty CONE may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (iiSection 4(f)(ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived otherwise agreed by Dealer. If Counterparty CONE delivers the Restricted Shares pursuant to this clause (iSection 8(a) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty CONE shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect (determined by reference to such Restricted Shares Shares) reasonably acceptable to Dealer; provided that Counterparty CONE may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty CONE to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements placements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding If CONE delivers any Restricted Shares in respect of this Transaction, CONE agrees that (A) prior to the Agreement time the legends referred to in clause (B) below are removed, such Shares may be transferred by and among Dealer and its affiliates provided, in each case, that (1) each such transfer is made in accordance with the transfer restrictions referred to in such legends and (2) Dealer and such transferee deliver to CONE or this Confirmationthe transfer agent for the Shares at their expense such documents, certificates and opinions of counsel as CONE or such transfer agent shall reasonably request to satisfy CONE and such transfer agent that such transfer is made in accordance with such transfer restrictions and (B) after the date minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed and the conditions of Rule 144(c)(1)(i) are satisfied, CONE shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate of Dealer) to CONE or such transfer agent of any seller’s and broker’s representation letters in form customarily delivered in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of such Restricted Shares shall be the Clearance System Business Day following any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer to Counterparty (or such affiliate of the number of Restricted Shares to be delivered pursuant to this clause (iDealer). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

Private Placement Procedures. If Except in circumstances where Counterparty is unable to comply with the provisions of Section 7(c)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, based on the advice of counsel, that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer. If Counterparty delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(24(2) of the Securities Act for the sale by Counterparty to Dealer Citi (or any affiliate designated by DealerCiti) of the Restricted Unwind Shares or the exemption pursuant to Section 4(a)(14(1) or of Section 4(a)(34(3) of the Securities Act for resales of the Restricted Unwind Shares by Dealer Citi (or any such affiliate of DealerCiti), and if Counterparty fails may elect to deliver the Restricted Shares when due or otherwise fails settle its obligations pursuant to perform obligations within its control “Early Unwind” below in respect of a accordance with these “Private Placement SettlementProcedures” by giving notice to Citi no later than 8 a.m. New York time on the Exchange Business Day immediately following the Early Unwind Date. In such event, Counterparty shall deliver a number of Shares (or, if the Shares have been converted into other securities or property in connection with an Extraordinary Event, a number or amount of such other securities or property as a holder of Shares would be entitled to receive upon the consummation or closing of such Extraordinary Event) having a cash value equal to the amount of such payment obligation. Such number of Shares or amount of other securities or property to be delivered shall be determined by the Calculation Agent to be the number of Shares that could be sold over a reasonable period of time to produce the cash equivalent of such payment obligation (including interest accrued thereon at the Federal Funds rate plus 100 basis points per annum). Settlement relating to any delivery of Shares or other securities or property pursuant to this paragraph shall occur within a reasonable period of time; provided that Citi agrees that if at any time a delivery of Shares hereunder would result in a Share Accumulation Condition, it shall be an Event of Default with respect to so notify Counterparty and Section 6 of instruct Counterparty to defer such delivery to the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities extent necessary to Dealer, due diligence rights (for Dealer or any designated buyer of avoid the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities existence of a substantially similar size, all reasonably acceptable Share Accumulation Condition. If any delivery owed to Dealer. In the case of a Private Placement Settlement, Dealer shallCiti hereunder is not made, in its good faith discretionwhole or in part, adjust the amount as a result of Restricted Shares this provision, Counterparty’s obligation to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that make such Restricted Shares may delivery shall not be freely returned to securities lenders by Dealer extinguished and may only be saleable by Dealer at a discount to reflect the lack of liquidity Counterparty shall make such delivery as promptly as practicable after, but in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the no event later than one Clearance System Business Day following after, Citi gives notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, that such delivery of Restricted Shares shall be due as set forth would not result in the previous sentence and not be due on the date that would otherwise be applicableexistence of a Share Accumulation Condition.

Private Placement Procedures. If Counterparty is unable to comply with the provisions of Section 7(c)(ii) “Covenant of Counterparty” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, determines that in its reasonable opinion based on upon the advice of counsel, that counsel any Settlement Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securitiesCovenant of Counterparty” as defined in Rule 144 under the Securities Actabove, then delivery of any such Settlement Shares (the “Restricted Shares”) shall be effected as provided belowpursuant to Annex A hereto, unless waived by Dealer. If Counterparty delivers ; provided that Dealer may not otherwise determine that the Settlement Shares are Restricted Shares based solely upon Dealer not having borrowed and sold a number of Shares equal to the Base Amount on or before the Hedge Completion Date pursuant to the Registration Statement (as defined in the Equity Distribution Agreement) with delivery of the Prospectus (as defined in the Equity Distribution Agreement), if there has been no change in law or a change in the policy of the Securities and Exchange Commission or its staff. Rule 10b5-1: It is the intent of Dealer and Counterparty that following any election of Cash Settlement or Net Share Settlement by Counterparty, the purchase of Shares by Dealer during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (“Rule 10b5-1”), that this clause Confirmation shall be interpreted to comply with the requirements of such Rule 10b5-1(c) and that Counterparty shall not take any action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding paragraph, Counterparty acknowledges that (i) (a “Private Placement Settlement”)during any Unwind Period Counterparty does not have, then delivery of Restricted Shares by Counterparty and shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect not attempt to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be takenexercise, any action that would make unavailable either the exemption pursuant influence over how, when or whether to Section 4(a)(2) effect purchases of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), its agent or affiliate) in connection with this Confirmation and if (ii) Counterparty fails to deliver is entering into the Restricted Shares when due or otherwise fails to perform obligations within its control Agreement and this Confirmation in respect good faith and not as part of a Private Placement Settlementplan or scheme to evade compliance with federal securities laws including, it shall be an Event of Default without limitation, Rule 10b-5 promulgated under the Exchange Act. Counterparty hereby agrees with Dealer that, with respect to any Cash Settlement or Net Share Settlement hereunder, from the time Counterparty and Section 6 validly elects Cash Settlement or Net Share Settlement to the end of any Unwind Period Counterparty shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any [Trading Personnel] (as defined below). For purposes of the Agreement shall apply. The Private Placement Settlement Transaction, “Material Non-Public Information” means information relating to Counterparty or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of such Restricted Shares shall include customary representationsgeneral circulation, covenantsby communication from Counterparty to its shareholders or in a press release, blue sky or contained in a public filing made by Counterparty with the Securities and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights Exchange Commission and (for Dealer or any designated buyer b) when evaluated in light of the Restricted Shares by Dealer)total mix of available information concerning the Counterparty, opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares reasonable investor would consider to be delivered of importance in making an investment decision to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted buy, sell or hold Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubtdoubt and solely by way of illustration, delivery information related to the following matters should be considered “material” for the purposes of Restricted this paragraph only: dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, significant merger or acquisition proposals or agreements, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of the Transaction, “[Trading Personnel]” means [ ]. Maximum Share Delivery: Notwithstanding any other provision of this Confirmation, in no event will Counterparty be required to deliver on any Settlement Date, whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement or any Private Placement Settlement, more than a number of Shares equal to 150% the Initial Base Amount to Dealer, subject to reduction by the amount of any Shares delivered by Counterparty on any prior Settlement Date. Transfer and Assignment: Dealer may assign or transfer any of its rights or delegate any of its duties hereunder without the prior consent of Counterparty to any affiliate of Dealer that has at the time of such assignment or transfer a senior unsecured debt rating by at least one of Xxxxx’x Investors Services, Inc. or Standard & Poors Inc. (the “Credit Rating”) equal to or higher than the Credit Rating of Dealer so long as (a) any guarantee of Dealer’s obligations hereunder continues to remain in full force and effect with respect to such assignee or transferee, (b) Counterparty will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Counterparty would have been required to pay Dealer in the absence of such assignment or transfer, (c) Counterparty will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Dealer would be required to pay to Counterparty amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax, and (d) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be due as set forth in discharged of its obligations to Counterparty to the previous sentence and not be due on the date that would otherwise be applicableextent of any such performance.

Private Placement Procedures. If Except in circumstances where Counterparty is unable to comply with the provisions of Section 7(c)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, based on the advice of counsel, that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer. If Counterparty delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(24(2) of the Securities Act for the sale by Counterparty to Dealer Wachovia (or any affiliate designated by DealerWachovia) of the Restricted Unwind Shares or the exemption pursuant to Section 4(a)(14(1) or of Section 4(a)(34(3) of the Securities Act for resales of the Restricted Unwind Shares by Dealer Wachovia (or any such affiliate of DealerWachovia), and if Counterparty fails may elect to deliver the Restricted Shares when due or otherwise fails settle its obligations pursuant to perform obligations within its control “Early Unwind” below in respect of a accordance with these “Private Placement SettlementProcedures” by giving notice to Wachovia no later than 8 a.m. New York time on the Exchange Business Day immediately following the Early Unwind Date. In such event, Counterparty shall deliver a number of Shares (or, if the Shares have been converted into other securities or property in connection with an Extraordinary Event, a number or amount of such other securities or property as a holder of Shares would be entitled to receive upon the consummation or closing of such Extraordinary Event) having a cash value equal to the amount of such payment obligation. Such number of Shares or amount of other securities or property to be delivered shall be determined by the Calculation Agent to be the number of Shares that could be sold over a reasonable period of time to produce the cash equivalent of such payment obligation (including interest accrued thereon at the Federal Funds rate plus 100 basis points per annum). Settlement relating to any delivery of Shares or other securities or property pursuant to this paragraph shall occur within a reasonable period of time; provided that Wachovia agrees that if at any time a delivery of Shares hereunder would result in a Share Accumulation Condition, it shall be an Event of Default with respect to so notify Counterparty and Section 6 of instruct Counterparty to defer such delivery to the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities extent necessary to Dealer, due diligence rights (for Dealer or any designated buyer of avoid the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities existence of a substantially similar size, all reasonably acceptable Share Accumulation Condition. If any delivery owed to Dealer. In the case of a Private Placement Settlement, Dealer shallWachovia hereunder is not made, in its good faith discretionwhole or in part, adjust the amount as a result of Restricted Shares this provision, Counterparty’s obligation to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that make such Restricted Shares may delivery shall not be freely returned to securities lenders by Dealer extinguished and may only be saleable by Dealer at a discount to reflect the lack of liquidity Counterparty shall make such delivery as promptly as practicable after, but in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the no event later than one Clearance System Business Day following after, Wachovia gives notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, that such delivery of Restricted Shares shall be due as set forth would not result in the previous sentence and not be due on the date that would otherwise be applicableexistence of a Share Accumulation Condition.

Private Placement Procedures. (i) If Counterparty is unable to comply with the provisions of Section 7(c)(ii) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, based on the advice of counsel, that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided below, unless waived by Dealer. If Counterparty Party B delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty Party B shall be effected in accordance customary (for issuers with a market capitalization comparable to, and in the same industry as, Party B) private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to DealerParty A; provided that Counterparty may not elect if, on or before the date that a Private Placement Settlement ifwould occur, on the date of its election, it Party B has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(24(2) of the Securities Act for the sale by Counterparty Party B to Dealer Party A (or any affiliate designated by DealerParty A) of the Restricted Shares or the exemption pursuant to Section 4(a)(14(1) or Section 4(a)(34(3) of the Securities Act for resales of the Restricted Shares by Dealer Party A (or any such affiliate of Dealer), and if Counterparty Party A) or Party B fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty Party B and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary (for issuers with a market capitalization comparable to, and in the same industry as, Party B) representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to DealerParty A, due diligence rights (for Dealer Party A or any designated buyer of the Restricted Shares by DealerParty A), opinions and certificates, and such other documentation as is customary (for issuers with a market capitalization comparable to, and in the same industry as, Party B) for private placement agreements of equity securities of a substantially similar sizeagreements, all reasonably acceptable to Dealer. Party A. In the case of a Private Placement Settlement, Dealer Party A shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer Party A hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer Party A and may only be saleable by Dealer Party A at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the second Clearance System Business Day following notice by Dealer Party A to Counterparty Party B of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date Settlement Date or Termination Settlement Date that would otherwise be applicable.

Private Placement Procedures. If Counterparty is unable to comply with the provisions of Section 7(c)(ii) “Covenant of Counterparty” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, determines that in its reasonable opinion based on upon the advice of counsel, that counsel any Settlement Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securitiesCovenant of Counterparty” as defined in Rule 144 under the Securities Actabove, then delivery of any such Settlement Shares (the “Restricted Shares”) shall be effected as provided belowpursuant to Annex A hereto, unless waived by Dealer. If Counterparty delivers ; provided that Dealer may not otherwise determine that the Settlement Shares are Restricted Shares based solely upon Dealer not having borrowed and sold a number of Shares equal to the Base Amount on or before the Hedge Completion Date pursuant to the Registration Statement (as defined in the Equity Distribution Agreement) with delivery of the Prospectus (as defined in the Equity Distribution Agreement), if there has been no change in law or a change in the policy of the Securities and Exchange Commission or its staff. Rule 10b5-1: It is the intent of Dealer and Counterparty that following any election of Cash Settlement or Net Share Settlement by Counterparty, the purchase of Shares by Dealer during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (“Rule 10b5-1”), that this clause Confirmation shall be interpreted to comply with the requirements of such Rule 10b5-1(c) and that Counterparty shall not take any action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding paragraph, Counterparty acknowledges that (i) (a “Private Placement Settlement”)during any Unwind Period Counterparty does not have, then delivery of Restricted Shares by Counterparty and shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect not attempt to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be takenexercise, any action that would make unavailable either the exemption pursuant influence over how, when or whether to Section 4(a)(2) effect purchases of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), its agent or affiliate) in connection with this Confirmation and if (ii) Counterparty fails to deliver is entering into the Restricted Shares when due or otherwise fails to perform obligations within its control Agreement and this Confirmation in respect good faith and not as part of a Private Placement Settlementplan or scheme to evade compliance with federal securities laws including, it shall be an Event of Default without limitation, Rule 10b-5 promulgated under the Exchange Act. Counterparty hereby agrees with Dealer that, with respect to any Cash Settlement or Net Share Settlement hereunder, from the time Counterparty and Section 6 validly elects Cash Settlement or Net Share Settlement to the end of any Unwind Period Counterparty shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any [Trading Personnel] (as defined below). For purposes of the Agreement shall apply. The Private Placement Settlement Transaction, “Material Non-Public Information” means information relating to Counterparty or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of such Restricted Shares shall include customary representationsgeneral circulation, covenantsby communication from Counterparty to its shareholders or in a press release, blue sky or contained in a public filing made by Counterparty with the Securities and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights Exchange Commission and (for Dealer or any designated buyer b) when evaluated in light of the Restricted Shares by Dealer)total mix of available information concerning the Counterparty, opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares reasonable investor would consider to be delivered of importance in making an investment decision to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted buy, sell or hold Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubtdoubt and solely by way of illustration, delivery information related to the following matters should be considered “material” for the purposes of Restricted Shares shall be due as set forth this paragraph only: dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, significant merger or acquisition proposals or agreements, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of the previous sentence and not be due on the date that would otherwise be applicableTransaction, “[Trading Personnel]” means [ ].

Private Placement Procedures. If Counterparty Party B is unable to comply with the provisions of Section 7(c)(ii) “Covenant of Party B” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer Party A otherwise reasonably determines, based on the advice of counsel, determines that in its reasonable opinion any Settlement Shares to be delivered to Dealer Party A by Counterparty Party B may not be freely returned by Dealer Party A or its affiliates Affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securitiesCovenant of Party B” as defined in Rule 144 under the Securities Actabove, then delivery of any such Settlement Shares (the “Restricted Shares”) shall be effected as provided belowpursuant to Annex A hereto, unless waived by Dealer. If Counterparty delivers Party A; provided that Party A may not otherwise determine that the Settlement Shares are Restricted Shares based solely upon Party A (or its Affiliate) not having borrowed a number of Shares equal to the Base Amount on or before the Effective Date if there has been no change in law or change in the policy of the Securities and Exchange Commission or its staff. In the event that any Underwriter (as defined in the Underwriting Agreement) that is an Affiliate of Party A has not sold any of its allocation of Borrowed Firm Securities (as defined in the Underwriting Agreement) pursuant to this the Registration Statement (as defined in the Underwriting Agreement) with delivery of the Prospectus (as defined in the Underwriting Agreement) to the purchaser thereof on or prior to the later of (i) 90 days from the Effective Date and (ii) the first Settlement Date in respect of which Physical Settlement or Net Share Settlement applies, then the following sentence of clause (i) (of the Private Placement Procedures in Annex A shall not be applicable to a “number of Restricted Shares equal to the number of Borrowed Firm Securities that have not been so sold by an Affiliate of Party A pursuant to the Registration Statement, and no adjustment to such number of Restricted Shares shall be made in connection with Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. : “In the case of a Private Placement Settlement, Dealer Party A shall, in its good faith discretion, adjust the amount number of Restricted Shares to be delivered to Dealer Party A hereunder and/or the Forward Price in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer Party A and may only be saleable by Dealer Party A at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding .” In such event, (i) notwithstanding the Agreement provisions set forth in paragraph (a) under the heading “Covenants of Party A” above, Party A shall not be required to use such Restricted Shares to return Shares to securities lenders to close out open Share loans created by Party A or an Affiliate of Party A in the course of Party A’s or such Affiliate’s hedging activities related to Party A’s exposure under this Confirmation, (ii) Party A understands that such Shares will be “restricted securities” (as such term is defined in Rule 144 under the date of delivery Securities Act), and (iii) Party A shall only be permitted to sell, transfer or dispose of such Restricted Shares in accordance with applicable securities laws. Rule 10b5-1: It is the intent of Party A and Party B that following any election of Cash Settlement or Net Share Settlement by Party B, the purchase of Shares by Party A during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Confirmation shall be interpreted to comply with the Clearance System Business Day following notice by Dealer to Counterparty requirements of the number of Restricted Shares to be delivered pursuant to this clause Rule 10b5-1(c). Party B acknowledges that (i). For ) during any Unwind Period Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares by Party A (or its agent or Affiliate) in connection with this Confirmation and (ii) Party B is entering into the avoidance of doubt, delivery of Restricted Shares shall be due as set forth Agreement and this Confirmation in the previous sentence good faith and not be due on as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the date that would otherwise be applicableExchange Act.

Private Placement Procedures. If Counterparty is unable to comply with the provisions of Section 7(c)(ii) “Covenant of Counterparty” above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer otherwise reasonably determines, determines that in its reasonable opinion based on upon the advice of counsel, that counsel any Settlement Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such sub- paragraph (ii) or otherwise constitute “restricted securitiesCovenant of Counterparty” as defined in Rule 144 under the Securities Actabove, then delivery of any such Settlement Shares (the “Restricted Shares”) shall be effected as provided belowpursuant to Annex A hereto, unless waived by Dealer. If Counterparty delivers ; provided that Dealer may not otherwise determine that the Settlement Shares are Restricted Shares based solely upon Dealer not having borrowed and sold a number of Shares equal to the Base Amount on or before the Hedge Completion Date pursuant to the Registration Statement (as defined in the Distribution Agreement) with delivery of the Prospectus (as defined in the Distribution Agreement), if there has been no change in law or a change in the policy of the Securities and Exchange Commission or its staff. Rule 10b5-1: It is the intent of Dealer and Counterparty that following any election of Cash Settlement or Net Share Settlement by Counterparty, the purchase of Shares by Dealer during any Unwind Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act (“Rule 10b5-1”), that this clause Confirmation shall be interpreted to comply with the requirements of such Rule 10b5-1(c) and that Counterparty shall not take any action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding paragraph, Counterparty acknowledges that (i) (a “Private Placement Settlement”)during any Unwind Period Counterparty does not have, then delivery of Restricted Shares by Counterparty and shall be effected in accordance with private placement procedures customary for private placements of equity securities of substantially similar size with respect not attempt to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be takenexercise, any action that would make unavailable either the exemption pursuant influence over how, when or whether to Section 4(a)(2) effect purchases of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), its agent or affiliate) in connection with this Confirmation and if (ii) Counterparty fails to deliver is entering into the Restricted Shares when due or otherwise fails to perform obligations within its control Agreement and this Confirmation in respect good faith and not as part of a Private Placement Settlementplan or scheme to evade compliance with federal securities laws including, it shall be an Event of Default without limitation, Rule 10b-5 promulgated under the Exchange Act. Counterparty hereby agrees with Dealer that, with respect to any Cash Settlement or Net Share Settlement hereunder, from the time Counterparty and Section 6 validly elects Cash Settlement or Net Share Settlement to the end of any Unwind Period Counterparty shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein) to any [Trading Personnel] (as defined below). For purposes of the Agreement shall apply. The Private Placement Settlement Transaction, “Material Non-Public Information” means information relating to Counterparty or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of such Restricted Shares shall include customary representationsgeneral circulation, covenantsby communication from Counterparty to its shareholders or in a press release, blue sky or contained in a public filing made by Counterparty with the Securities and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights Exchange Commission and (for Dealer or any designated buyer b) when evaluated in light of the Restricted Shares by Dealer)total mix of available information concerning the Counterparty, opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares reasonable investor would consider to be delivered of importance in making an investment decision to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted buy, sell or hold Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubtdoubt and solely by way of illustration, delivery information related to the following matters should be considered “material” for the purposes of Restricted Shares shall be due as set forth this paragraph only: dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of operations, significant merger or acquisition proposals or agreements, extraordinary borrowing, major litigation, liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes of the previous sentence and not be due on the date that would otherwise be applicableTransaction, “[Trading Personnel]” means [ ].