Common use of Settlement Notice Requirements Clause in Contracts

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Settlement Notice Requirements. Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless Party B delivers to Party A KBCM with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B DDR Corp. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” In addition, notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) if, as of the date of such Settlement Notice, any Shares (other than the Settlement Shares designated in such Settlement Notice) have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the last Unwind Date is not before the date of such Settlement Notice. Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from from, and including including, the first Exchange Business Scheduled Trading Day following the date on which Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree it being understood that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and may be deferred pursuant to clause (ii) of the date first proviso under “Settlement Date” above, thereby lengthening the Matching related Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counselPeriod).

Settlement Notice Requirements. Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B will not be effective to establish a Settlement Date unless Party B represents in such Settlement Notice that is has complied with the agreement set forth in clause (c) under “Additional Representations, Warranties and Agreements of Party B” below. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Physical Settlement will not be effective to establish a Settlement Date or require Physical Settlement unless Party B delivers to Party A with such Settlement Notice an opinion, substantially in the form of Annex A hereto, from counsel reasonably acceptable to Party A in each of Pennsylvania and Massachusetts, that the issuance of the Settlement Shares by Party B will not violate the applicable regulatory laws and rules of such states. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Stock Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Stock Settlement (as applicable) unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As as of the date of this Settlement Notice, Party B Southern Union Company is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Stock Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or as such date may be changed by Party A as described in the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Daysecond proviso to the definition of Settlement Date above); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree provided that if Party B designates has not delivered a Settlement Date under Notice satisfying the Settlement Notice Requirements for a number of Shares equal to the Base Confirmation Amount on or prior to the day that is 123 Scheduled Trading Days prior to the Maturity Date, the Unwind Period with respect to the Settlement Date on the Maturity Date shall be the period from the date that is 122 Scheduled Trading Days prior to the Maturity Date through the third Scheduled Trading Day preceding the Maturity Date (and for which Cash Net Stock Settlement or Net Share shall apply as provided in clause (b) under Settlement is applicableDate); provided further that if an Acceleration Event occurs during an Unwind Period, the Acceleration Event provisions shall apply with respect to the number of Settlement Shares to be subject to Termination Settlement following such Acceleration Event, and if after application of the resulting Unwind Period under the Base Confirmation coincides for any period of time Acceleration Event provisions there are no more Settlement Shares with an respect to such Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall which Party A has not commence (or, if the Unwind Period under this Confirmation has already commencedyet unwound its hedge, such Unwind Period shall be suspended) until terminate and the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under for the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on number of Shares as to which Party A reasonably determines based has unwound its hedge shall occur on the advice of counsel that Cash applicable Termination Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counselDate.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 10,300,000 Shares pursuant to a confirmation dated as of October 30, 2017 2019 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Settlement Notice Requirements. Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless Party B delivers to Party A Dealer with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B SITE Centers Corp. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” In addition, notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) if, as of the date of such Settlement Notice, any Shares (other than the Settlement Shares designated in such Settlement Notice) have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the last Unwind Date is not before the date of such Settlement Notice. Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from from, and including including, the first Exchange Business Scheduled Trading Day following the date on which Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or it being understood that such Settlement Date may be deferred pursuant to clause (ii) of the immediately preceding Exchange Business Day if such first proviso under “Settlement Date” above, thereby lengthening the related Unwind Period). Unwind Daily Share Amount: On each Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an the Unwind Period is relating to a Settlement Date, other than a Suspension Day or a Disrupted Day, Dealer will, in accordance with the Calculation Agent shall make principles of best execution, use commercially reasonable adjustments efforts to purchase a number of Shares equal to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later least of (i) 100% of the date volume limitation of Rule 10b-18 applicable to Dealer (assuming that Rule 10b-18 applied to Dealer’s purchases during the Unwind Period as if Dealer were Party A actually completes B) for the Shares on such Scheduled Trading Day, without reference to any block purchases, (ii) 25% of the daily trading volume for the Shares on the Exchange on such Scheduled Trading Day, and (iii) the number of Shares required, pursuant to the second paragraph under “Settlement Date” above, to be purchased by Dealer in order to completely unwind of its hedge with respect to the Base Confirmation Settlement Shares relating to such Settlement Date. In connection with bids and purchases of Shares in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or any Net Share Settlement may violate or Cash Settlement of any Transaction hereunder, Dealer shall conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act (as if such provisions were applicable to such purchases), subject to applicable Securities and Exchange Commission or Staff no-action letters or interpretations as appropriate and subject to any delays between execution and reporting of a trade of the Shares on the applicable securities lawsexchange or quotation system and other circumstances reasonably beyond Dealer’s or such affiliates’ control. Party A For avoidance of doubt, in no event shall notify Dealer be required to make any such purchases during any Unwind Period (or during overlapping Unwind Periods for one or more Settlement Dates of one or more Transactions) that exceed the volume limitations set forth in Rule 10b-18. Physical Settlement: In lieu of the obligations set forth in Section 9.2 of the Equity Definitions, on any Settlement Date in respect of which Physical Settlement applies, Party B if it receives shall deliver, through the Clearance System, to Dealer (or its broker-dealer designated affiliate) a number of Shares equal to the Settlement Shares for such advice from Settlement Date, and Dealer (or its counseldesignated broker-dealer affiliate) shall deliver to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered in respect of any Transaction by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date for such Transaction or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, (A) Party B is not aware of any material nonpublic information concerning itself or the Shares, and (B) Party B is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, (C) Party B is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)), (D) Party B would be able to purchase a number of Shares equal to the greater of (x) the number of Settlement Shares designated in such Settlement Notice and (y) a number of Shares with a value as of the date of such Settlement Notice equal to the product of (I) such number of Settlement Shares and (II) the applicable Forward Price for such Cash Settlement or Net Share Settlement in compliance with the laws of Party B’s jurisdiction of organization and (E) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law or regulation applicable to Party B, or any order or judgment of any court or other agency of government applicable to it or any of its assets, and any governmental consents that are required to have been obtained by Party B with respect to such election or settlement have been obtained and are in full force and effect and all conditions of any such consents have been complied with.” Unwind Period: Each For any Transaction, each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date for such Transaction through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); , subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period for any Transaction is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the such Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and and, if applicable, is electing Cash Settlement or Net Share Settlement, as the case may bein each case, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the terms 10b-18 VWAP for such Disrupted Day shall not be included in the calculation of the Transaction (including, without limitation, the Cash Settlement Amount, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the number of Net Share Settlement 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weightings of the 10b-18 VWAP) VWAP for each Exchange Business Day during the Unwind Period shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Cash Settlement Amount to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction , with respect to 8,000,000 Shares pursuant to a confirmation dated as such adjustments based on, among other factors, the duration of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, any Market Disruption Event and the resulting Unwind Period under volume, historical trading patterns and price of the Base Confirmation coincides for any period of time with an Unwind Period for Shares. In either case, the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A Calculation Agent shall notify Party B if it receives A in writing of (x) the circumstances giving rise to such advice from its counselDisrupted Day and (y) any such adjustment as soon as reasonably practicable after the occurrence of such Disrupted Day.

Settlement Notice Requirements. Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless Party B delivers to Party A BNYM with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B DDR Corp. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” In addition, notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) if, as of the date of such Settlement Notice, any Shares (other than the Settlement Shares designated in such Settlement Notice) have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the last Unwind Date is not before the date of such Settlement Notice. Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from from, and including including, the first Exchange Business Scheduled Trading Day following the date on which Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree it being understood that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and may be deferred pursuant to clause (ii) of the date first proviso under “Settlement Date” above, thereby lengthening the Matching related Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counselPeriod).

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered in respect of any Transaction by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date for such Transaction or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each For any Transaction, each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date for such Transaction through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); , subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period for any Transaction is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the such Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B Counterparty that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B Counterparty delivers to Party A Dealer with such Settlement Notice a representation signed by Party B Counterparty substantially in the following form: “As of the date of this Settlement Notice, Party B Counterparty is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B Counterparty validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 5,050,000 Shares pursuant to a confirmation dated as of October 3025, 2017 2022 (the “Base Confirmation”). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A Dealer actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 146,666 Shares pursuant to a confirmation dated as of October 30December 4, 2017 2019 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Settlement Notice Requirements. Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless Party B delivers to Party A KBCM with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B DDR Corp is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” In addition, notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) if, as of the date of such Settlement Notice, any Shares (other than the Settlement Shares designated in such Settlement Notice) have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the last Unwind Date is not before the date of such Settlement Notice. Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from from, and including including, the first Exchange Business Scheduled Trading Day following the date on which Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or it being understood that such Settlement Date may be deferred pursuant to clause (ii) of the immediately preceding Exchange Business Day if such first proviso under “Settlement Date” above, thereby lengthening the related Unwind Period). Unwind Daily Share Amount: On each Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an the Unwind Period is relating to a Settlement Date, other than a Suspension Day or a Disrupted Day, KBCM will, in accordance with the Calculation Agent shall make principles of best execution, use commercially reasonable adjustments efforts to purchase a number of Shares equal to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later least of (i) 100% of the date volume limitation of Rule 10b-18 applicable to KBCM (assuming that Rule 10b-18 applied to KBCM’s purchases during the Unwind Period as if KBCM were Party A actually completes B) for the Shares on such Scheduled Trading Day, without reference to any block purchases, (ii) 25% of the daily trading volume for the Shares on the Exchange on such Scheduled Trading Day, and (iii) the number of Shares required, pursuant to the second paragraph under “Settlement Date” above, to be purchased by KBCM in order to completely unwind of its hedge with respect to the Base Confirmation Settlement Shares relating to such Settlement Date. In connection with bids and purchases of Shares in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or any Net Share Settlement may violate or Cash Settlement of any Transaction hereunder, KBCM shall conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act (as if such provisions were applicable to such purchases), subject to applicable Securities and Exchange Commission or Staff no-action letters or interpretations as appropriate and subject to any delays between execution and reporting of a trade of the Shares on the applicable securities lawsexchange or quotation system and other circumstances reasonably beyond KBCM’s or such affiliates’ control. Party A For avoidance of doubt, in no event shall notify KBCM be required to make any such purchases during any Unwind Period (or during overlapping Unwind Periods for one or more Settlement Dates of one or more Transactions) that exceed the volume limitations set forth in Rule 10b-18. Physical Settlement: In lieu of the obligations set forth in Section 9.2 of the Equity Definitions, on any Settlement Date in respect of which Physical Settlement applies, Party B if it receives shall deliver, through the Clearance System, to KBCM a number of Shares equal to the Settlement Shares for such advice from its counselSettlement Date, and KBCM shall deliver to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis.

Settlement Notice Requirements. Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless Party B delivers to Party A BNYM with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B DDR Corp. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” In addition, notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) if, as of the date of such Settlement Notice, any Shares (other than the Settlement Shares designated in such Settlement Notice) have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the last Unwind Date is not before the date of such Settlement Notice. Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from from, and including including, the first Exchange Business Scheduled Trading Day following the date on which Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or it being understood that such Settlement Date may be deferred pursuant to clause (ii) of the immediately preceding Exchange Business Day if such first proviso under “Settlement Date” above, thereby lengthening the related Unwind Period). Unwind Daily Share Amount: On each Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an the Unwind Period is relating to a Settlement Date, other than a Suspension Day or a Disrupted Day, BNYM will, in accordance with the Calculation Agent shall make principles of best execution, use commercially reasonable adjustments efforts to purchase a number of Shares equal to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later least of (i) 100% of the date volume limitation of Rule 10b-18 applicable to BNYM (assuming that Rule 10b-18 applied to BNYM’s purchases during the Unwind Period as if BNYM were Party A actually completes B) for the Shares on such Scheduled Trading Day, without reference to any block purchases, (ii) 25% of the daily trading volume for the Shares on the Exchange on such Scheduled Trading Day, and (iii) the number of Shares required, pursuant to the second paragraph under “Settlement Date” above, to be purchased by BNYM in order to completely unwind of its hedge with respect to the Base Confirmation Settlement Shares relating to such Settlement Date. In connection with bids and purchases of Shares in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or any Net Share Settlement may violate or Cash Settlement of any Transaction hereunder, BNYM shall conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act (as if such provisions were applicable to such purchases), subject to applicable Securities and Exchange Commission or Staff no-action letters or interpretations as appropriate and subject to any delays between execution and reporting of a trade of the Shares on the applicable securities lawsexchange or quotation system and other circumstances reasonably beyond BNYM’s or such affiliates’ control. Party A For avoidance of doubt, in no event shall notify BNYM be required to make any such purchases during any Unwind Period (or during overlapping Unwind Periods for one or more Settlement Dates of one or more Transactions) that exceed the volume limitations set forth in Rule 10b-18. Physical Settlement: In lieu of the obligations set forth in Section 9.2 of the Equity Definitions, on any Settlement Date in respect of which Physical Settlement applies, Party B if it receives shall deliver, through the Clearance System, to BNYM (or its broker-dealer designated affiliate) a number of Shares equal to the Settlement Shares for such advice from Settlement Date, and BNYM (or its counseldesignated broker-dealer affiliate) shall deliver to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through and including the third first Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 9,160,305 Shares pursuant to a confirmation dated as of October 30November 4, 2017 2024 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Settlement Notice Requirements. Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) unless Party B delivers to Party A BNYM with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B DDR Corp is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” In addition, notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement (as applicable) if, as of the date of such Settlement Notice, any Shares (other than the Settlement Shares designated in such Settlement Notice) have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the last Unwind Date is not before the date of such Settlement Notice. Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from from, and including including, the first Exchange Business Scheduled Trading Day following the date on which Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or it being understood that such Settlement Date may be deferred pursuant to clause (ii) of the immediately preceding Exchange Business Day if such first proviso under “Settlement Date” above, thereby lengthening the related Unwind Period). Unwind Daily Share Amount: On each Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an the Unwind Period is relating to a Settlement Date, other than a Suspension Day or a Disrupted Day, BNYM will, in accordance with the Calculation Agent shall make principles of best execution, use commercially reasonable adjustments efforts to purchase a number of Shares equal to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later least of (i) 100% of the date volume limitation of Rule 10b-18 applicable to BNYM (assuming that Rule 10b-18 applied to BNYM’s purchases during the Unwind Period as if BNYM were Party A actually completes B) for the Shares on such Scheduled Trading Day, without reference to any block purchases, (ii) 25% of the daily trading volume for the Shares on the Exchange on such Scheduled Trading Day, and (iii) the number of Shares required, pursuant to the second paragraph under “Settlement Date” above, to be purchased by BNYM in order to completely unwind of its hedge with respect to the Base Confirmation Settlement Shares relating to such Settlement Date. In connection with bids and purchases of Shares in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or any Net Share Settlement may violate or Cash Settlement of any Transaction hereunder, BNYM shall conduct its activities, or cause its affiliates to conduct their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act (as if such provisions were applicable to such purchases), subject to applicable Securities and Exchange Commission or Staff no-action letters or interpretations as appropriate and subject to any delays between execution and reporting of a trade of the Shares on the applicable securities lawsexchange or quotation system and other circumstances reasonably beyond BNYM’s or such affiliates’ control. Party A For avoidance of doubt, in no event shall notify BNYM be required to make any such purchases during any Unwind Period (or during overlapping Unwind Periods for one or more Settlement Dates of one or more Transactions) that exceed the volume limitations set forth in Rule 10b-18. Physical Settlement: In lieu of the obligations set forth in Section 9.2 of the Equity Definitions, on any Settlement Date in respect of which Physical Settlement applies, Party B if it receives shall deliver, through the Clearance System, to BNYM a number of Shares equal to the Settlement Shares for such advice from its counselSettlement Date, and BNYM shall deliver to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Settlement Date, on a delivery versus payment basis.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 220,000 Shares pursuant to a confirmation dated as of October 30December 4, 2017 2019 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Settlement Notice Requirements. Notwithstanding any other provision provisions hereof, a Settlement Notice delivered by Party B will not be effective to establish a Settlement Date unless Party B represents in such Settlement Notice that it has complied with the agreement set forth in clause (c) under “Additional Representations, Warranties and Agreements of Party B” in Section 3 of this Confirmation. Notwithstanding any other provisions hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Stock Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Stock Settlement (as applicable) unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As as of the date of this Settlement Notice, Party B The Pantry, Inc. is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the The period from and including the first Exchange Business Scheduled Trading Day following the date Party B validly elects Cash Settlement or Net Share Stock Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or as such date may be changed by Party A as described in the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Daysecond proviso to the definition of Settlement Date above); subject to “Termination Settlement” below. If any Exchange Business Day provided that if an Acceleration Event occurs during an Unwind Period is a Disrupted DayPeriod, the Calculation Agent Acceleration Event provisions shall make commercially reasonable adjustments apply with respect to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares to be subject to Termination Settlement following such Acceleration Event, and if after application of the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction Acceleration Event provisions there are no more Settlement Shares with respect to 8,000,000 Shares pursuant to a confirmation dated as of October 30, 2017 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an such Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall which Party A has not commence (or, if the Unwind Period under this Confirmation has already commencedyet unwound its hedge, such Unwind Period shall be suspended) until terminate and the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under for the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on number of Shares as to which Party A reasonably determines based has unwound its hedge shall occur on the advice of counsel that Cash applicable Termination Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counselDate.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and and, if applicable, is electing Cash Settlement or Net Share Settlement, as the case may bein each case, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 4,000,000 Shares pursuant to a confirmation dated as of October 30November 10, 2017 2010 (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any If any Exchange Business Day on which Party A reasonably determines based on during an Unwind Period is a Disrupted Day, the advice Calculation Agent shall make commercially reasonable adjustments to the terms of counsel that the Transaction (including, without limitation, the Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives Amount and the 10b-18 VWAP) to account for the occurrence of such advice from its counselDisrupted Day.

Settlement Notice Requirements. Notwithstanding any other provision hereof, a Settlement Notice delivered by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.” Unwind Period: Each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date through the third second Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day); , subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day. The parties hereto acknowledge and agree that they have entered into a substantially identical forward transaction with respect to 8,000,000 [Insert number of Shares underlying Base Confirmation] Shares pursuant to a confirmation dated as of October 30, 2017 [Insert Trade Date for Base Confirmation] (the “Base Confirmation”). Party A and Party B agree that if Party B designates a Settlement Date under the Base Confirmation and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Base Confirmation coincides for any period of time with an Unwind Period for the Transaction (the “Matching Unwind Period”), then the Unwind Period under this Forward Confirmation shall not commence (or, if the Unwind Period under this Forward Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day immediately following the later of (i) the date Party A actually completes the unwind of its hedge with respect to the Base Confirmation in connection with the designation of such Settlement Date under the Base Confirmation, and (ii) the date the Matching Unwind Period ends. Suspension Day: Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.