Common use of Rule 10b5-1 Clause in Contracts

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty agrees that it will not seek to control or influence Seller’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1. (iii) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty agrees that it will not seek to control or influence Seller’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1. (iii) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty Counterparty, or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (ia) Counterparty represents and warrants The parties acknowledge that following any election of Cash Settlement or Net Share Settlement by Counterparty, this Confirmation is intended to Seller that Counterparty is not entering into constitute a binding contract satisfying the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Sharesrequirements of Rule 10b5-1(c) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange ActAct and agree that this Confirmation shall be interpreted to comply with such requirements. (b) The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind Period shall be at Dealer’s sole discretion. Counterparty acknowledges that during any Unwind Period Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares or any other transactions by Dealer (or its agent or affiliate) in connection with this Confirmation. Counterparty represents and represents, warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty that, during an Unwind Period, it will not enter into or alter, alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). (iic) Counterparty hereby agrees with Dealer that it will during any Unwind Period Counterparty shall not seek to control communicate, directly or influence Seller’s decision to make indirectly, any “purchases or sales” material non-public information (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction such term under Rule 10b5-1. ) to any employee of Dealer (iiior its agents or affiliates) who is directly involved with the hedging of, and trading with respect to, the Transaction. Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation the Transaction must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in contract, instruction or plan under Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-510b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it It is the intent of Dealer and Counterparty that following any election of Cash Settlement or Net Share Settlement by Counterparty, the parties that the Transaction purchase of Shares by Dealer during any Unwind Period comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 1(c)(1)(i)(B) under the Exchange Act (“Rule 10b5-1”) and the Transaction ), that this Confirmation shall be interpreted to comply with the requirements of such Rule 10b5-1(c). (ii) and that Counterparty agrees shall not take any action that it will not seek to control or influence Seller’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and results in the Transaction under Rule 10b5-1. (iii) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance not so complying with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c)such requirements. Without limiting the generality of the foregoingpreceding paragraph, Counterparty acknowledges that (i) during any Unwind Period Counterparty does not have, and agrees that shall not attempt to exercise, any such amendmentinfluence over how, modification, waiver when or termination shall be made whether to effect purchases of Shares by Dealer (or its agent or affiliate) in connection with this Confirmation and (ii) Counterparty is entering into the Agreement and this Confirmation in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the prohibitions of Rule 10b-5Exchange Act. Counterparty hereby agrees with Dealer that, and no such amendmentwith respect to any Cash Settlement or Net Share Settlement hereunder, modification from the time Counterparty validly elects Cash Settlement or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware Net Share Settlement to the end of any material nonUnwind Period Counterparty shall not communicate, directly or indirectly, any Material Non-public Public Information (as defined herein) to any trading personnel of Dealer For purposes of the Transaction, “Material Non-Public Information” means information regarding relating to Counterparty or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Counterparty to its shareholders or in a press release, or contained in a public filing made by Counterparty with the Securities and Exchange Commission and (b) when evaluated in light of the total mix of available information concerning the Counterparty, a reasonable investor would consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information related to the following matters should be considered “material” for the purposes of 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.

Rule 10b5-1. (i) A. The Counterparty represents and warrants to Seller the Investors that Counterparty is not entering into the Transaction this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and the Counterparty represents and warrants to Seller the Investors that the Counterparty has not entered into or altered, and agrees that the Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. The Counterparty acknowledges that it is the intent of the parties that the Transaction this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) B. The Counterparty agrees that it will not seek to control or influence Seller’s the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5-10b5- 1(c)(1)(i)(B)(3)) under the Transactionthis Agreement, including, without limitation, Seller’s the Investors’ decision to enter into any hedging transactions. Counterparty represents The Investors represent and warrants warrant that it has they have consulted with its their own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction Agreement under Rule 10b5-1. (iii) C. The Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, the Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which the Counterparty or any officer, director, manager or similar person of the Counterparty is aware of any material non-non- public information regarding the Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty i. The Company represents and warrants to Seller the Investors that Counterparty Company is not entering into the Transaction this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty the Company represents and warrants to Seller the Investors that Counterparty the Company has not entered into or altered, and agrees that Counterparty the Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty The Company acknowledges that it is the intent of the parties that the Transaction this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty . The Company agrees that it will not seek to control or influence Seller’s the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transactionthis Agreement, including, without limitation, Seller’s the Investors’ decision to enter into any hedging transactions. Counterparty represents The Investors represent and warrants warrant that it has they have consulted with its their own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction Agreement under Rule 10b5-1. (iii) Counterparty . The Company acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty the Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty the Company or any officer, director, manager or similar person of Counterparty the Company is aware of any material non-public information regarding Counterparty the Company or the Shares.. [Signature page follows]

Rule 10b5-1. (i) Counterparty i. The Company represents and warrants to Seller the Investors that Counterparty Company is not entering into the Transaction this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty the Company represents and warrants to Seller the Investors that Counterparty the Company has not entered into or altered, and agrees that Counterparty the Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty The Company acknowledges that it is the intent of the parties that the Transaction this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty . The Company agrees that it will not seek to control or influence Seller’s the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5-10b5- 1(c)(1)(i)(B)(3)) under the Transactionthis Agreement, including, without limitation, Seller’s the Investors’ decision to enter into any hedging transactions. Counterparty represents The Investors represent and warrants warrant that it has they have consulted with its their own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction Agreement under Rule 10b5-1. (iii) Counterparty . The Company acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation Agreement must be effected affected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty the Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty the Company or any officer, director, manager or similar person of Counterparty the Company is aware of any material non-public nonpublic information regarding Counterparty the Company or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it It is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(ARule 10b5-1(c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) ), and the Transaction parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). , and Counterparty shall take no action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (iiA) Counterparty agrees that it will does not seek have, and shall not attempt to control exercise, any influence over how, when or influence Seller’s decision to make whether Dealer (or its affiliate) effects any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under in connection with the Transaction, (B) during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) and any Share Termination Period neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to any employee of Dealer or its affiliates who is directly involved with the hedging of and trading with respect to the Transaction, (C) Counterparty is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Seller’s decision to Rule 10b-5 under the Exchange Act (“Rule 10b-5”) and (D) Counterparty will not alter or deviate from this Confirmation or enter into any or alter a corresponding or hedging transactionstransaction or position with respect to the Shares. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1. (iii) Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, 10b-5 and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager officer or similar person director of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it It is the intent of the parties that the this Transaction comply with the requirements of paragraphs Rule 10b5-1(c) (c)(1)(i)(A1) and (i) (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) ), and the Transaction parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). , and Counterparty shall take no action that results in this Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (iiA) Counterparty agrees that it will does not seek have, and shall not attempt to control exercise, any influence over how, when or influence Seller’s decision to make whether Dealer effects any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the in connection with this Transaction, (B) during any Valuation Period, Counterparty shall not, and shall not authorize any of its officers or employees to, communicate, directly or indirectly, any information regarding Counterparty or the Shares to employees of Dealer or its affiliates who are directly involved with the hedging of and trading with respect to this Transaction, (C) Counterparty is entering into this Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Seller’s decision to Rule 10b-5 and (D) Counterparty will not alter or deviate from this Confirmation or enter into any or alter a corresponding hedging transactionstransaction with respect to the Shares. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1. (iii) Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, 10b-5 and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (ia) Counterparty represents and warrants The parties acknowledge that following any election of Cash Settlement or Net Share Settlement by Counterparty, this Confirmation is intended to Seller that Counterparty is not entering into constitute a binding contract satisfying the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Sharesrequirements of Rule 10b5-1(c) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange ActAct and agree that this Confirmation shall be interpreted to comply with such requirements. (b) The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind Period shall be at Dealer’s sole discretion. Counterparty acknowledges that during any Unwind Period Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether to effect NYDOCS02/1166735 17 purchases of Shares or any other transactions by Dealer (or its agent or affiliate) in connection with this Confirmation. Counterparty represents and represents, warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty that, during an Unwind Period, it will not enter into or alter, alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). (iic) Counterparty hereby agrees with Dealer that it will during any Unwind Period Counterparty shall not seek to control communicate, directly or influence Seller’s decision to make indirectly, any “purchases or sales” material non-public information (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction such term under Rule 10b5-1. ) to any employee of Dealer (iiior its agents or affiliates) who is directly involved with the hedging of, and trading with respect to, the Transaction. Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation the Transaction must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in contract, instruction or plan under Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-510b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty i. The Company represents and warrants to Seller the Investors that Counterparty Company is not entering into the Transaction this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty the Company represents and warrants to Seller the Investors that Counterparty the Company has not entered into or altered, and agrees that Counterparty the Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty The Company acknowledges that it is the intent of the parties that the Transaction this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty . The Company agrees that it will not seek to control or influence Seller’s the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5-10b5- 1(c)(1)(i)(B)(3)) under the Transactionthis Agreement, including, without limitation, Seller’s the Investors’ decision to enter into any hedging transactions. Counterparty represents The Investors represent and warrants warrant that it has they have consulted with its their own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction Agreement under Rule 10b5-1. (iii) Counterparty . The Company acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty the Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty the Company or any officer, director, manager or similar person of Counterparty the Company is aware of any material non-non- public information regarding Counterparty the Company or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it It is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(ARule 10b5-1(c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) ), and the Transaction parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). , and Counterparty shall take no action that results in the Transaction not so complying with such requirements. For the avoidance of doubt, the parties hereto acknowledge that entry into any Other ASR Transactions shall not fall within the ambit of the previous sentence. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (iiA) Counterparty agrees that it will does not seek have, and shall not attempt to control exercise, any influence over how, when or influence Seller’s decision to make whether Dealer (or its affiliate) effects any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under in connection with the Transaction, (B) during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) and any Share Termination Period neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to any employee of Dealer or its affiliates who is directly involved with the hedging of and trading with respect to the Transaction, (C) Counterparty is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Seller’s decision to Rule 10b-5 under the Exchange Act (“Rule 10b-5”) and (D) Counterparty will not alter or deviate from this Confirmation or enter into any or alter a corresponding or hedging transactionstransaction or position with respect to the Shares. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1. (iii) Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, 10b-5 and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager officer or similar person director of Counterparty is aware of any material non-non- public information regarding Counterparty or the Shares.

Rule 10b5-1. (ia) Counterparty represents and warrants The parties acknowledge that following any election of Cash Settlement or Net Share Settlement by Counterparty, this Confirmation is intended to Seller that Counterparty is not entering into constitute a binding contract satisfying the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Sharesrequirements of Rule 10b5-1(c) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange ActAct and agree that this Confirmation shall be interpreted to comply with such requirements. (b) The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind Period shall be at Dealer’s sole discretion. Counterparty acknowledges that during any Unwind Period Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether to effect NYDOCS02/1166734 17 purchases of Shares or any other transactions by Dealer (or its agent or affiliate) in connection with this Confirmation. Counterparty represents and represents, warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty that, during an Unwind Period, it will not enter into or alter, alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). (iic) Counterparty hereby agrees with Dealer that it will during any Unwind Period Counterparty shall not seek to control communicate, directly or influence Seller’s decision to make indirectly, any “purchases or sales” material non-public information (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction such term under Rule 10b5-1. ) to any employee of Dealer (iiior its agents or affiliates) who is directly involved with the hedging of, and trading with respect to, the Transaction. Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation the Transaction must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in contract, instruction or plan under Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-510b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty agrees that it will not seek to control or influence Seller’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1. (iii) Counterparty and Seller each acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty and Seller each acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty Counterparty, Seller, or any officer, director, manager or similar person of Counterparty or Seller is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it It is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty acknowledges and agrees that it will (A) Counterparty does not seek have, and shall not attempt to control exercise, any influence over how, when or influence Seller’s decision to make whether Seller effects any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under Shares in connection with the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to (B) during the legal aspects of its adoption and implementation period beginning on (but excluding) the date of this Confirmation and ending on (and including) the Transaction under Rule 10b5-1Maturity Date, neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any material nonpublic information regarding Counterparty or the Shares to Seller or its affiliates. (iii) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty Counterparty, or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (ia) Counterparty represents and warrants The parties acknowledge that following any election of Cash Settlement or Net Share Settlement by Counterparty, this Confirmation is intended to Seller that Counterparty is not entering into constitute a binding contract satisfying the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Sharesrequirements of Rule 10b5-1(c) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange ActAct and agree that this Confirmation shall be interpreted to comply with such requirements. (b) The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind Period shall be at Dealer’s sole discretion. Counterparty acknowledges that during any Unwind Period Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether to effect NYDOCS02/1166736 17 purchases of Shares or any other transactions by Dealer (or its agent or affiliate) in connection with this Confirmation. Counterparty represents and represents, warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty that, during an Unwind Period, it will not enter into or alter, alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). (iic) Counterparty hereby agrees with Dealer that it will during any Unwind Period Counterparty shall not seek to control communicate, directly or influence Seller’s decision to make indirectly, any “purchases or sales” material non-public information (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction such term under Rule 10b5-1. ) to any employee of Dealer (iiior its agents or affiliates) who is directly involved with the hedging of, and trading with respect to, the Transaction. Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation the Transaction must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in contract, instruction or plan under Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-510b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty i. The Company represents and warrants to Seller the Investors that Counterparty Company is not entering into the Transaction this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty the Company represents and warrants to Seller the Investors that Counterparty the Company has not entered into or altered, and agrees that Counterparty the Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty The Company acknowledges that it is the intent of the parties that the Transaction this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty . The Company agrees that it will not seek to control or influence Seller’s the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transactionthis Agreement, including, without limitation, Seller’s the Investors’ decision to enter into any hedging transactions. Counterparty represents The Investors represent and warrants warrant that it has they have consulted with its their own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction Agreement under Rule 10b5-1. (iii) Counterparty . The Company acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty the Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty the Company or any officer, director, manager or similar person of Counterparty the Company is aware of any material non-public information regarding Counterparty the Company or the Shares.

Rule 10b5-1. (i) Counterparty i. The Company represents and warrants to Seller the Investor that Counterparty Company is not entering into the Transaction this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty the Company represents and warrants to Seller the Investor that Counterparty the Company has not entered into or altered, and agrees that Counterparty the Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty The Company acknowledges that it is the intent of the parties that the Transaction this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty . The Company agrees that it will not seek to control or influence Sellerthe Investor’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transactionthis Agreement, including, without limitation, Sellerthe Investor’s decision to enter into any hedging transactions. Counterparty represents The Investor represent and warrants warrant that it has they have consulted with its their own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction Agreement under Rule 10b5-1. (iii) Counterparty . The Company acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty the Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty the Company or any officer, director, manager or similar person of Counterparty the Company is aware of any material non-public information regarding Counterparty the Company or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it It is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(ARule 10b5-1(c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) ), and the Transaction parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). , and Counterparty shall take no action that results in the Transaction not so complying with such requirements. For the avoidance of doubt, the parties hereto acknowledge that entry into any Other ASR Transactions shall not fall within the ambit of the previous sentence. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (iiA) Counterparty agrees that it will does not seek have, and shall not attempt to control exercise, any influence over how, when or influence Seller’s decision to make whether Dealer (or its affiliate) effects any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under in connection with the Transaction, (B) during the Trading Period, any Cash Settlement Pricing Period (regardless of whether Cash Settlement by Counterparty applies) and any Share Termination Period neither Counterparty nor its officers or employees shall, directly or indirectly, communicate any information regarding Counterparty or the Shares to any employee of Dealer or its affiliates who is directly involved with the hedging of and trading with respect to the Transaction, (C) Counterparty is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Seller’s decision to Rule 10b-5 under the Exchange Act (“Rule 10b-5”) and (D) Counterparty will not alter or deviate from this Confirmation or enter into any or alter a corresponding or hedging transactionstransaction or position with respect to the Shares. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1. (iii) Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, 10b-5 and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager officer or similar person director of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Rule 10b5-1. (i) Counterparty represents Each Party represent and warrants warrant to Seller each other Party that Counterparty it is not entering into the Transaction this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty each Party hereto represents and warrants to Seller the other Party that Counterparty it has not entered into or altered, and agrees that Counterparty it will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges The Parties acknowledge that it is the intent of the parties that the Transaction this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty The Company agrees that it will not seek to control or influence Seller’s the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5-10b5- 1(c)(1)(i)(B)(3)) under the Transactionthis Agreement, including, without limitation, Seller’s the Investors’ decision to enter into any hedging transactions. Counterparty represents The Investors represent and warrants warrant that it has they have consulted with its their own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction Agreement under Rule 10b5-1. (iii) Counterparty The Parties acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation Agreement must be effected affected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-10b5- 1(c). Without limiting the generality of the foregoing, Counterparty acknowledges the Parties acknowledge and agrees agree that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty such Party or any officer, director, manager or similar person of Counterparty such Party is aware of any material non-public nonpublic information regarding Counterparty the Company or the Shares.

Rule 10b5-1. (i) Counterparty i. The Company represents and warrants to Seller the Investor that Counterparty Company is not entering into the Transaction this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty the Company represents and warrants to Seller the Investor that Counterparty the Company has not entered into or altered, and agrees that Counterparty the Company will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty The Company acknowledges that it is the intent of the parties that the Transaction this Agreement comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction this Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty . The Company agrees that it will not seek to control or influence Sellerthe Investor’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transactionthis Agreement, including, without limitation, Seller’s the Investor decision to enter into any hedging transactions. Counterparty The Investor represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction Agreement under Rule 10b5-1. (iii) Counterparty . The Company acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation Agreement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty the Company acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty the Company or any officer, director, manager or similar person of Counterparty the Company is aware of any material non-public information regarding Counterparty the Company or the Shares.

Rule 10b5-1. (i) Counterparty represents and warrants to Seller Nomura that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller Nomura that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges that it is the intent of the parties that the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Counterparty agrees that it will not seek to control or influence SellerNomura’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction, including, without limitation, SellerNomura’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under Rule 10b5-1. (iii) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.