Common use of Transfer or Assignment Clause in Contracts

Transfer or Assignment. Bank may transfer or assign its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with the consent of Counterparty, which consent shall not be unreasonably withheld or delayed if (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterparty, of the obligations of such Affiliate substantially in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If (x) the “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and (y) in the good faith, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretion, (i) shall have the right to transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any third party, so long as such third party has a long-term credit rating equal to or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed by a party that satisfies this condition) and such transfer complies with the Transfer Conditions, and (ii) if Bank is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Bank such that the Beneficial Ownership Percentage is reduced to 8% or less, Bank may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that the Beneficial Ownership Percentage following such partial termination will be approximately equal to 8%. In the event that Bank so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction.

Transfer or Assignment. Bank Either party may transfer or assign its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates rights or obligations under the Transaction with the prior written consent of Counterpartythe non-transferring party, which such consent shall not to be unreasonably withheld or delayed if delayed. For the avoidance of doubt, Dealer may condition its consent on any of the following, without limitation: (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee the receipt by Bank’s Credit Support Provider, in favor Dealer of Counterparty, of the obligations of such Affiliate substantially in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is opinions and documentation reasonably satisfactory to CounterpartyDealer in connection with such transfer, and (ii) such transfer complies being effected on terms reasonably satisfactory to Dealer with respect to any legal and regulatory requirements relevant to Dealer, (iii) that, in Dealer’s reasonable determination, Dealer will not be required, as a result of such transfer, to pay the Transfer Conditionstransferee an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Dealer would have been required to pay to Counterparty in the absence of such transfer, (iv) that, in Dealer’s reasonable determination, no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and (v) that Counterparty will continue to be obligated to provide notices hereunder relating to the Convertible Notes and will continue to be obligated under the provisions set forth under “Repurchase Notices” herein. If If, (a) at any time (1) the Equity Percentage exceeds 9% or (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any federal, state or local (including non-U.S.) laws, rules, regulations or regulatory orders, or any organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares or Underlying Shares (excluding those arising under Sections 13 or 16 of the Exchange Act, “Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in connection with a transaction with Counterparty in excess of a number of Shares and/or Underlying Shares, as applicable equal to (x) the “beneficial ownership” number of Shares or Underlying Shares, as applicable that would give rise to reporting, registration, filing or notification obligations or other requirements (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunderincluding obtaining prior approval by a state, federal or non-U.S. regulator) of Bank a Dealer Person, in each case that is reasonably likely to result in an adverse effect on a Dealer Person, under Applicable Restrictions, as reasonably determined by Dealer, and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (respect to which such requirements have not been met or the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and relevant approval has not been received minus (y) 1% of the number of Shares or Underlying Shares, as applicable, outstanding on the date of determination (either such condition described in the good faithclause (1) or (2), reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial an “Excess Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretion, (i) shall have the right to transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any third party, so long as such third party has a long-term credit rating equal to or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed by a party that satisfies this condition) and such transfer complies with the Transfer ConditionsPosition”), and (iib) if Bank Dealer is unable unable, after commercially reasonable efforts, to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to Bank it of all or a portion of the Transaction pursuant to the preceding paragraph such that the Beneficial an Excess Ownership Percentage is reduced to 8% or lessPosition no longer exists, Bank Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that the Beneficial an Excess Ownership Percentage Position no longer exists following such partial termination will be approximately equal to 8%termination. In the event that Bank Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Note Hedging Units equal to the Terminated Portion of the TransactionPortion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated TransactionTransaction (and, for the avoidance of doubt, the provisions set forth under the caption “Alternative Calculations and Dealer Payment on Early Termination and on Certain Extraordinary Events” shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence). The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Underlying Shares that Dealer and any of its affiliates subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (collectively, “Dealer Group”) “beneficially own” (within the meaning of Section 13 of the Exchange Act) in connection with a transaction with Counterparty without duplication on such day (or to the extent that the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number) and (B) the denominator of which is the number of Underlying Shares outstanding on such day.

Transfer or Assignment. Bank Company may not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights and or obligations hereunder and under the AgreementTransaction to any affiliate of Dealer or any internationally recognized investment bank; provided that, in whole but not in parteach case, to any as a result of its Affiliates with the consent of Counterpartysuch transfer or assignment, which consent shall not be unreasonably withheld or delayed if (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterparty, as of the obligations date of such Affiliate substantially transfer or assignment, Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness absence of such Affiliate is satisfactory to Counterparty, transfer or assignment and (ii) such transfer complies with the Transfer Conditionstransferee provides either an IRS Form W-9 or W-8 (or successor form). If at any time at which (xA) the “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (the “Beneficial Ownership Percentage”) Percentage exceeds 8% of Counterparty’s outstanding Shares and (y) in the good faith, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretion9.0%, (iB) shall have the right to transfer Warrant Equity Percentage exceeds 14.5%, or assign its rights and obligations hereunder and under (C) the AgreementShare Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), in whole (B) or in part(C), to any third partyan “Excess Ownership Position”), so long as such third party has a long-term credit rating equal to or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed by a party that satisfies this condition) and such transfer complies with the Transfer Conditions, and (ii) if Bank Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment to a third party after its commercially reasonable efforts of Warrants in accordance with the preceding sentence on pricing terms reasonably acceptable to Bank Dealer and within a time period reasonably acceptable to Dealer such that the Beneficial no Excess Ownership Percentage is reduced to 8% or lessPosition exists, Bank then Dealer may designate any Scheduled Trading Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of the Transaction), such that the Beneficial Ownership Percentage following such partial termination will be approximately equal to 8%no Excess Ownership Position exists. In the event that Bank Dealer so designates an Early Termination Date with respect to a portion of the TransactionTerminated Portion, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion of the TransactionPortion, (ii2) Counterparty shall be Company were the sole Affected Party with respect to such partial termination and (iii3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, Company shall be able to settle any corresponding obligation in cash or Shares (or the Share Termination Alternative, as the case may be), in its discretion in accordance with the provisions of Section 9(j)). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such portion day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case, as in effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the only Terminated Transactionextent of any such performance.

Transfer or Assignment. Bank Counterparty may not transfer or assign its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with rights or obligations under this Transaction without the prior written consent of CounterpartyJPMorgan. If, which consent shall not be unreasonably withheld or delayed if as determined in JPMorgan’s sole discretion, (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterparty, of the obligations of such Affiliate substantially in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If (x) the its “beneficial ownership” (within the meaning of Section 16 13 of the Exchange Act and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (the “Beneficial Ownership Percentage”) exceeds could be deemed to exceed 8% of Counterparty’s outstanding Shares or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) in the good faith, reasonable judgment number of Bank based upon advice of counsel and Counterparty’s outstanding Shares (such quotient expressed as a result of events occurring after percentage, the Trade Date“Option Equity Percentage”) exceeds 15.9%, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transferJPMorgan may, assignment or terminationwithout Counterparty’s consent, then Bank, in its discretion, (i) shall have the right to transfer or assign all or any part of its rights and or obligations hereunder and under the Agreement, in whole this Transaction to reduce such “beneficial ownership” to 7.5% or in part, such Option Equity Percentage to 15% to any third partyparty with a rating for its long term, so long as such third party has a long-term credit rating equal to unsecured and unsubordinated indebtedness of A- or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services Service or their respective successors its successor (“S&P”), or is guaranteed A3 or better by Xxxxx’x Investors Service (“Moody’s”) or, if either S&P or Xxxxx’x ceases to rate such debt, at least an equivalent rating or better by a party that satisfies this condition) substitute rating agency mutually agreed by Company and such transfer complies with the Transfer ConditionsJPMorgan. If after JPMorgan’s commercially reasonable efforts, and (ii) if Bank JPMorgan is unable to effect such a transfer or assignment to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Bank such that JPMorgan and within a time period reasonably acceptable to JPMorgan of a sufficient number of Options to reduce (i) JPMorgan’s “beneficial ownership” (within the Beneficial Ownership meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares or less or (ii) the Option Equity Percentage is reduced to 815% or less, Bank JPMorgan may designate any Scheduled Trading Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Beneficial Ownership Option Equity Percentage following such partial termination will be approximately equal to 8or less than 15%. In the event that Bank JPMorgan so designates an Early Termination Date with respect to a portion of the this Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Terminated Portion of the TransactionPortion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated TransactionTransaction (and, for the avoidance of doubt, the provisions of paragraph 9(m) shall apply to any amount that is payable by JPMorgan to Counterparty pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Counterparty to the extent of any such performance.

Transfer or Assignment. Bank Company may not transfer or assign its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with rights or obligations under this Transaction without the prior written consent of CounterpartyJPMorgan. If, which consent shall not be unreasonably withheld or delayed if as determined in JPMorgan’s sole discretion, (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterparty, of the obligations of such Affiliate substantially in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If (x) the its “beneficial ownership” (within the meaning of Section 16 13 of the Exchange Act and rules promulgated thereunder) could be deemed to exceed 8% of Bank Company’s outstanding Shares or (ii) the quotient of (x) the product of (a) the Number of Warrants and its Affiliates (b) the Warrant Entitlement divided by (y) the number of Company’s outstanding Shares beneficially owned in connection with Bank’s hedging of this Transaction (such quotient expressed as a percentage, the “Beneficial Ownership Warrant Equity Percentage”) exceeds 8% of Counterparty15.9%, JPMorgan may, without Company’s outstanding Shares and (y) in the good faithconsent, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretion, (i) shall have the right to transfer or assign all or any part of its rights and or obligations hereunder and under the Agreement, in whole this Transaction to reduce such “beneficial ownership” to 7.5% or in part, such Warrant Equity Percentage to 15% to any third partyparty with a rating for its long term, so long as such third party has a long-term credit rating equal to unsecured and unsubordinated indebtedness of A- or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services Service or their respective successors its successor (“S&P”), or is guaranteed A3 or better by Xxxxx’x Investors Service (“Moody’s”) or, if either S&P or Xxxxx’x ceases to rate such debt, at least an equivalent rating or better by a party that satisfies this condition) substitute rating agency mutually agreed by Company and such transfer complies with the Transfer ConditionsJPMorgan. If after JPMorgan’s commercially reasonable efforts, and (ii) if Bank JPMorgan is unable to effect such a transfer or assignment to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Bank such that JPMorgan and within a time period reasonably acceptable to JPMorgan of a sufficient number of Warrants to reduce (i) JPMorgan’s “beneficial ownership” (within the Beneficial Ownership meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less or (ii) the Warrant Equity Percentage is reduced to 815% or less, Bank JPMorgan may designate any Scheduled Trading Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Beneficial Ownership Warrant Equity Percentage following such partial termination will be approximately equal to 8or less than 15%. In the event that Bank JPMorgan so designates an Early Termination Date with respect to a portion of the this Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion of the TransactionPortion, (ii) Counterparty Company shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated TransactionTransaction (and, for the avoidance of doubt, the provisions of paragraph 9(m) shall apply to any amount that is payable by JPMorgan to Company pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Bank Company may not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights and or obligations hereunder and under the Agreement, in whole but not in part, Transaction to any affiliate of its Affiliates with the consent of Counterparty, which consent shall not be unreasonably withheld or delayed if (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterparty, of the obligations of such Affiliate substantially in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory to CounterpartyDealer, and (ii) such with Company’s consent, transfer complies with or assign all or any part of its rights or obligations under the Transfer Conditions. If Transaction to any third party; provided, in each case, that (x) Company will not be required to pay the “beneficial ownership” (within the meaning of transferee on any payment date an amount under Section 16 2(d)(i)(4) of the Exchange Act and rules promulgated thereunder) Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares such transfer or assignment, and (y) in Dealer shall have caused the good faith, reasonable judgment of Bank based upon advice of counsel transferee to make such Payee Tax Representations and to provide such tax documentation as a result of events occurring after may be reasonably requested by Company. If at any time at which (A) the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Section 16 Percentage other than by transfer, assignment or termination, then Bank, in its discretionexceeds 7.5%, (iB) shall have the right to transfer Warrant Equity Percentage exceeds 17.5%, or assign its rights and obligations hereunder and under (C) the AgreementShare Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), in whole (B) or in part(C), to any third partyan “Excess Ownership Position”), so long as such third party has a long-term credit rating equal to or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed by a party that satisfies this condition) and such transfer complies with the Transfer Conditions, and (ii) if Bank Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Bank Dealer and within a time period reasonably acceptable to Dealer such that the Beneficial no Excess Ownership Percentage is reduced to 8% or lessPosition exists, Bank then Dealer may designate any Scheduled Trading Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of the Transaction), such that the Beneficial Ownership Percentage following such partial termination will be approximately equal to 8%no Excess Ownership Position exists. In the event that Bank Dealer so designates an Early Termination Date with respect to a portion of the TransactionTerminated Portion, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion of the TransactionPortion, (ii2) Counterparty shall be Company were the sole Affected Party with respect to such partial termination and (iii3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the Company shall be able to settle any corresponding obligation in cash or in Share Termination Delivery Units in its discretion in accordance with the provisions of Section 9(j). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such portion person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (other than any Form 13F, Schedule 13D or Schedule 13G filing under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity but excluding any such requirement in respect of which prior approval has been obtained) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company only to the only Terminated Transactionextent of any such performance.

Transfer or Assignment. Bank Company may not transfer any of its rights or obligations under the Transaction without the prior written consent of Nomura. Nomura may, without Company’s consent, but upon prior written notice, transfer or assign all or any part of its rights and or obligations hereunder and under the Agreement, in whole but not in part, Transaction to any of its Affiliates with the consent of Counterparty, which consent shall not be unreasonably withheld or delayed if third party; provided that (i) (Aunder the applicable law effective on the date of such transfer or assignment, Company will not, as a result of such transfer or assignment, be required to pay the transferee on any payment date an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterparty, of the obligations Agreement greater than an amount that Company would have been required to pay to Nomura in the absence of such Affiliate substantially in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, transfer or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory to Counterparty, assignment and (ii) such transfer complies with the Transfer Conditions. If (x) the “beneficial ownership” (within the meaning no Event of Section 16 Default, Potential Event of the Exchange Act and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and (y) in the good faith, reasonable judgment of Bank based upon advice of counsel and Default or Termination Event will occur as a result of events occurring after such transfer or assignment. If at any time at which (A) the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Section 16 Percentage other than by transfer, assignment or termination, then Bank, in its discretionexceeds 4.5%, (iB) shall have the right to transfer Warrant Equity Percentage exceeds 14.5%, or assign its rights and obligations hereunder and under (C) the AgreementShare Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A), in whole (B) or in part(C), to any third partyan “Excess Ownership Position”), so long as such third party has a long-term credit rating equal to or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed by a party that satisfies this condition) and such transfer complies with the Transfer Conditions, and (ii) if Bank Nomura is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Bank Nomura and within a time period reasonably acceptable to Nomura such that the Beneficial no Excess Ownership Percentage is reduced to 8% or lessPosition exists, Bank then Nomura may designate any Scheduled Trading Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of the Transaction), such that the Beneficial Ownership Percentage following such partial termination will be approximately equal to 8%no Excess Ownership Position exists. In the event that Bank Nomura so designates an Early Termination Date with respect to a portion of the TransactionTerminated Portion, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion of the TransactionPortion, (ii2) Counterparty shall be Company were the sole Affected Party with respect to such partial termination and (iii3) such portion the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(i) shall apply to any amount that is payable by Company to Nomura pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Nomura, (A) the numerator of which is the number of Shares that Nomura and each person subject to aggregation of Shares with Nomura under Section 13 or Section 16 of the Transaction shall Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Nomura from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Nomura and any person whose ownership position would be aggregated with that of Nomura (Nomura or any such person, a “Nomura Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the only Terminated Transaction.power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Nomura in its sole discretion. The

Transfer or Assignment. Bank Counterparty may not transfer or any of its obligations hereunder without the prior written consent of Dealer. Notwithstanding any provision of the Agreement to the contrary, Dealer may, subject to applicable law, freely transfer and assign all of its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with Transaction without the consent of Counterparty. If (a) at any time (1) the Section 16 Equity Percentage exceeds 8%, which consent shall not (2) the Warrant Equity Percentage exceeds 14.5% or (3) Dealer, Dealer Group (as defined below) or any person whose ownership position would be unreasonably withheld aggregated with that of Dealer or delayed if Dealer Group (iDealer, Dealer Group or any such person, a “Dealer Person”) under any federal, state or local (Aincluding non-U.S.) if Bank has a Credit Support Providerlaws, rules, regulations or regulatory orders or organizational documents or contracts of Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Providerthat are, in favor each case, applicable to ownership of CounterpartyShares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership, or could be reasonably viewed as meeting any of the obligations foregoing, in excess of such Affiliate substantially in the form a number of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory Shares equal to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If (x) the “beneficial ownership” number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (within the meaning including obtaining prior approval by a state, federal or non-U.S. regulator) of Section 16 a Dealer Person (except for filings of Schedule 13D or Schedule 13G under the Exchange Act or any other filing obligations applicable as of the date hereof), or could result in an adverse effect on a Dealer Person, under Applicable Restrictions, as determined by Dealer in its reasonable discretion, and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (respect to which such requirements have not been met or the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination (either such condition described in the good faith, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretionclause (1), (i2) shall have the right to transfer or assign its rights and obligations hereunder and under the Agreement(3), in whole or in part, to any third party, so long as such third party has a long-term credit rating equal to or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed by a party that satisfies this condition) and such transfer complies with the Transfer Conditionsan “Excess Ownership Position”), and (iib) if Bank Dealer is unable unable, after commercially reasonable efforts, to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to Bank it of all or a portion of this Transaction pursuant to the preceding paragraph such that the Beneficial an Excess Ownership Percentage is reduced to 8% or lessPosition no longer exists, Bank Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the this Transaction, such that the Beneficial an Excess Ownership Percentage Position no longer exists following such partial termination will be approximately equal to 8%termination. In the event that Bank Dealer so designates an Early Termination Date with respect to a portion of the this Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion (allocated among the Components thereof in the discretion of the TransactionDealer), (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction.Transaction (and, for the avoidance of doubt, the provisions set forth under the caption “Alternative Calculations and Counterparty Payment on Early Termination and on Certain

Transfer or Assignment. Bank may transfer or assign its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with the consent of Counterparty, which consent shall not be unreasonably withheld or delayed if (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterparty, of the obligations of such Affiliate substantially in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If (x) the “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and (y) in the good faith, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretion, (i) shall have the right to transfer or assign its rights and obligations hereunder and under with respect to all, but not less than all, of the AgreementOptions hereunder (such Options, in whole the "Transfer Options"); provided that such transfer or in partassignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 7(b) or any obligations under Section 7(m) or 7(r) of this Confirmation; Any Transfer Options shall only be transferred or assigned to a third partyparty that is a United States person (as defined in the Internal Revenue Code of 1986, so long as amended); Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment. Dealer may, without Counterparty's consent, transfer or assign all or any part of its rights or obligations under the Transaction (A) to any affiliate of Dealer (1) that has a long-term credit rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than A1 Dealer's credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Xxxxx’x Investors Dealer generally for similar transactions, by Dealer or [______], or (B) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) BBB- by Standard and Poor's Rating Group, Inc. or its successor ("S&P"), or Baa3 by Xxxxx'x Investor Service, Inc. and A+ by Standard & Poor’s Ratings Services ("Moody's") or, if either S&P or their respective successors (Moody's ceases to rate such debt, at least an equivalent rating or is guaranteed better by a party that satisfies this conditionsubstitute rating agency mutually agreed by Counterparty and Dealer; provided that, solely as a result of such a transfer, Counterparty shall not receive any payment from which an amount is required to be deducted or withheld for or on account of a Tax with respect to which no additional amount is required to the paid by the transferee under Section 2(d)(i)(4) and of the Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof). If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such transfer complies with the Transfer Conditionscondition described in clauses (A), and (iiB) if Bank or (C), an "Excess Ownership Position"), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Options to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Bank Dealer and within a time period reasonably acceptable to Dealer such that the Beneficial no Excess Ownership Percentage is reduced to 8% or lessPosition exists, Bank then Dealer may designate any Scheduled Trading Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “"Terminated Portion”) of the Transaction"), such that the Beneficial Ownership Percentage following such partial termination will be approximately equal to 8%no Excess Ownership Position exists. In the event that Bank Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion of the TransactionPortion, (ii2) Counterparty shall be were the sole Affected Party with respect to such partial termination and (iii3) such portion the Terminated Portion were the sole Affected Transaction. The "Section 16 Percentage" as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Transaction shall be Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the only Terminated Transaction.Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The "Option Equity Percentage" as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option

Transfer or Assignment. Bank Counterparty may not transfer or any of its obligations hereunder without the prior written consent of Dealer. Notwithstanding any provision of the Agreement to the contrary, Dealer may, subject to applicable law, freely transfer and assign all of its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with Transaction without the consent of Counterparty. If(a) at any time (1) the Section 16 Equity Percentage exceeds 8%, which consent shall not (2) the Warrant Equity Percentage exceeds 14.5% or (3) Dealer, Dealer Group (as defined below) or any person whose ownership position would be unreasonably withheld aggregated with that of Dealer or delayed if Dealer Group (iDealer, Dealer Group or any such person, a “Dealer Person”) under any federal, state or local (Aincluding non-U.S.) if Bank has a Credit Support Providerlaws, rules, regulations or regulatory orders or organizational documents or contracts of Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Providerthat are, in favor each case, applicable to ownership of CounterpartyShares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership, or could be reasonably viewed as meeting any of the obligations foregoing, in excess of such Affiliate substantially in the form a number of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory Shares equal to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If (x) the “beneficial ownership” number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (within the meaning including obtaining prior approval by a state, federal or non-U.S. regulator) of Section 16 a Dealer Person (except for filings of Schedule 13D or Schedule 13G under the Exchange Act or any other filing obligations applicable as of the date hereof), or could result in an adverse effect on a Dealer Person, under Applicable Restrictions, as determined by Dealer in its reasonable discretion, and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (respect to which such requirements have not been met or the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination (either such condition described in the good faith, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretionclause (1), (i2) shall have the right to transfer or assign its rights and obligations hereunder and under the Agreement(3), in whole or in part, to any third party, so long as such third party has a long-term credit rating equal to or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed by a party that satisfies this condition) and such transfer complies with the Transfer Conditionsan “Excess Ownership Position”), and (iib) if Bank Dealer is unable unable, after commercially reasonable efforts, to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to Bank it of all or a portion of this Transaction pursuant to the preceding paragraph such that the Beneficial an Excess Ownership Percentage is reduced to 8% or lessPosition no longer exists, Bank Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the this Transaction, such that the Beneficial an Excess Ownership Percentage Position no longer exists following such partial termination will be approximately equal to 8%termination. In the event that Bank Dealer so designates an Early Termination Date with respect to a portion of the this Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion (allocated among the Components thereof in the discretion of the TransactionDealer), (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated TransactionTransaction (and, for the avoidance of doubt, the provisions set forth under the caption “Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events” shall apply to any amount that is payable by Counterparty to Dealer pursuant to this sentence). The “Section 16 Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (collectively, “Dealer Group”) “beneficially own” (within the meaning of Section 13 of the Exchange Act) without duplication on such day (or, to the extent that the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number) and (B) the denominator of which is the number of Shares outstanding on such day.

Transfer or Assignment. Bank Neither party may transfer any of its rights or obligations under the Transaction without the prior written consent of the non-transferring party; provided that Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with the consent of Counterparty, which consent shall not be unreasonably withheld or delayed if (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterparty, of the obligations of such Affiliate substantially in the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If (x) the “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and (y) in the good faith, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretion, (i) shall have the right to transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any third partyof its affiliates that are not less creditworthy than Dealer, so long or another affiliate not less creditworthy than Dealer); provided further that at any time at which a transaction proposed to be entered into by Dealer would cause the Articles Ownership Percentage to exceed 9.0%, Dealer will (i) have a right to, unless Counterparty provides an acknowledgment to Dealer to the effect that the Shares owned or controlled by Dealer or any of its affiliates will not be deemed as such third party has a long-term credit rating equal to owned or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed controlled by a party that satisfies this condition) and such transfer complies with the Transfer Conditions“Non-Citizen” (as defined in Article Twelve Section B.4 of Counterparty’s Certificate of Incorporation), and or (ii) if Bank requested by Counterparty, transfer or assign to a third party such portion of the Transaction that would otherwise cause the Articles Ownership Percentage to exceed 9.0% (it being understood and agreed that Dealer would make such a transfer or assignment to (a) one of its U.S. affiliates, if, in Counterparty’s view, such a transfer or assignment would result in the Shares owned or controlled by such U.S. affiliates not being owned or controlled by a “Non-Citizen” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation) or (b) unless otherwise consented by Counterparty, to a third party who is not a “Non-Citizen” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation, if the transfer or assignment would otherwise result in the Shares owned or controlled by a “Non-Citizen” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation); provided further that if Dealer is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Bank Dealer (or to one of its U.S. affiliates, if, in Counterparty’s view, such a transfer or assignment would result in the Shares owned or controlled by such U.S. affiliates not being owned or controlled by a “Non-Citizen” for purposes of Article Twelve of Counterparty’s Articles of Incorporation) such that the Beneficial Articles Ownership Percentage is reduced to 8% or lessdoes not exceed 9.0%, Bank Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Articles Terminated Portion”) of the Transaction, such that the Beneficial Articles Ownership Percentage following such partial termination will be approximately equal to 89.0%. Notwithstanding the foregoing, at any time at which the Option Equity Percentage exceeds 9.0%, if Dealer, in its discretion, is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Dealer such that the Option Equity Percentage is reduced to 9.0% or less, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Section 13 Terminated Portion”) of the Transaction, such that the Option Equity Percentage following such partial termination will be equal to or less than 9.0%. In the event that Bank Dealer so designates an Early Termination Date with respect to an Articles Terminated Portion or a portion of the TransactionSection 13 Terminated Portion, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Articles Terminated Portion of or the TransactionSection 13 Terminated Portion, as the case may be, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence). The “Articles Ownership Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and its affiliates “beneficially own” (within the meaning of Article 12 Section B.1 of Counterparty’s Certificate of Incorporation) on such day, and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (i) the number of Shares that Dealer “beneficially owns” (within the meaning of Section 13 of the Exchange Act) on such day, other than any Shares so owned as a hedge of the Transaction, and (ii) the product of the Number of Options and the Option Entitlement and (B) the denominator of which is the number of Shares outstanding on such day.

Transfer or Assignment. Bank Company may not transfer or assign its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with rights or obligations under the Transaction without the prior written consent of CounterpartyDealer. Dealer may, which consent shall without Company’s consent, transfer or assign all, but not be unreasonably withheld or delayed if (i) (A) if Bank has a Credit Support Provider, Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Provider, in favor of Counterpartyless than all, of its rights or obligations under the obligations Transaction to any Affiliate of such Affiliate substantially Dealer that is or will be a nationally recognized dealer in equity derivatives similar to the form of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If Transaction (x) the “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and (y) in the good faith, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretion, (i) shall have the right to transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, to any third party, so long as such third party has a long-term credit issuer rating at the time of such transfer or assignment that is equal to or better than A1 by Xxxxx’x Investors ServiceDealer’s (or, Inc. and A+ by Standard & Poorsolely if Dealer’s Ratings Services or their respective successors (or is obligations under this Confirmation are guaranteed by a party that satisfies this conditionits ultimate parent, its ultimate parent’s) and credit rating at the time of such transfer complies or assignment and (y) solely if Dealer’s obligations under this Confirmation are guaranteed and the transferee is not Dealer’s ultimate parent, whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or its ultimate parent, if the following conditions are satisfied (the “Transfer Conditions”): (1) the transferee agrees in writing with Dealer to be bound by the terms of this Confirmation with respect to the transferred obligations; (2) as of the date of such transfer or assignment, and giving effect thereto, (x) Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment and (y) Company will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount (taking into account any additional amounts paid under Section 2(d)(i)(4) of the Agreement) that is less than the amount that Company would have received from Dealer in the absence of such transfer or assignment; (3) no Event of Default where Dealer is the Defaulting Party or Termination Event where Dealer is the sole Affected Party has occurred and is continuing at the time of the transfer, and, as of the date of such transfer or assignment, no Event of Default or Termination Event will occur with respect to Company, Dealer or the transferee as a result of such transfer; (4) as of the date of such transfer or assignment, if to a transferee incorporated or organized in a jurisdiction other than the United States [or][,] United Kingdom [or [_____]]5, after giving effect to such transfer, no material adverse legal or regulatory consequence shall result to Dealer, Company or the transferee as a result of such transfer and (5) Dealer shall have provided prompt written notice to Company of such transfer. Any transfer not in compliance with the Transfer ConditionsConditions will be void. If at any time at which (A) the Section 16 Percentage exceeds 9.0%, and (iiB) the Warrant Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if Bank any applies) (any such condition described in clauses (A), (B), or (C), an “Excess Ownership Position”), Dealer, acting in good faith, is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Bank Dealer and within a time period reasonably acceptable to Dealer such that the Beneficial no Excess Ownership Percentage is reduced to 8% or lessPosition exists, Bank then Dealer may designate any Scheduled Trading Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of the Transaction), such that the Beneficial Ownership Percentage following such partial termination will be approximately equal to 8%no Excess Ownership Position exists. In the event that Bank so designates Dealer shall notify Company of an Early Termination Date Excess Ownership Position with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction.5 Insert any other applicable Dealer jurisdiction

Transfer or Assignment. Bank Counterparty may not transfer or any of its obligations hereunder without the prior written consent of Dealer. Notwithstanding any provision of the Agreement to the contrary, Dealer may, subject to applicable law, freely transfer and assign all of its rights and obligations hereunder and under the Agreement, in whole but not in part, to any of its Affiliates with Transaction without the consent of Counterparty. If(a) at any time (1) the Section 16 Equity Percentage exceeds 8%, which consent shall not (2) the Warrant Equity Percentage exceeds 14.5% or (3) Dealer, Dealer Group (as defined below) or any person whose ownership position would be unreasonably withheld aggregated with that of Dealer or delayed if Dealer Group (iDealer, Dealer Group or any such person, a “Dealer Person”) under any federal, state or local (Aincluding non-U.S.) if Bank has a Credit Support Providerlaws, rules, regulations or regulatory orders or organizational documents or contracts of Counterparty shall have received a duly executed full unconditional guarantee by Bank’s Credit Support Providerthat are, in favor each case, applicable to ownership of CounterpartyShares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership, or could be reasonably viewed as meeting any of the obligations foregoing, in excess of such Affiliate substantially in the form a number of the guarantee provided by Bank’s Credit Support Provider hereunder, or (B) if Bank does not have a Credit Support Provider, the creditworthiness of such Affiliate is satisfactory Shares equal to Counterparty, and (ii) such transfer complies with the Transfer Conditions. If (x) the “beneficial ownership” number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (within the meaning including obtaining prior approval by a state, federal or non-U.S. regulator) of Section 16 a Dealer Person (except for filings of Schedule 13D or Schedule 13G under the Exchange Act or any other filing obligations applicable as of the date hereof), or could result in an adverse effect on a Dealer Person, under Applicable Restrictions, as determined by Dealer in its reasonable discretion, and rules promulgated thereunder) of Bank and its Affiliates of Shares beneficially owned in connection with Bank’s hedging of this Transaction (respect to which such requirements have not been met or the “Beneficial Ownership Percentage”) exceeds 8% of Counterparty’s outstanding Shares and relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination (either such condition described in the good faith, reasonable judgment of Bank based upon advice of counsel and as a result of events occurring after the Trade Date, Bank reasonably determines that it would be inadvisable for it or its Affiliates to engage in alternative hedging transactions which would enable them to reduce the Beneficial Ownership Percentage other than by transfer, assignment or termination, then Bank, in its discretionclause (1), (i2) shall have the right to transfer or assign its rights and obligations hereunder and under the Agreement(3), in whole or in part, to any third party, so long as such third party has a long-term credit rating equal to or better than A1 by Xxxxx’x Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services or their respective successors (or is guaranteed by a party that satisfies this condition) and such transfer complies with the Transfer Conditionsan “Excess Ownership Position”), and (iib) if Bank Dealer is unable unable, after commercially reasonable efforts, to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to Bank it of all or a portion of this Transaction pursuant to the preceding paragraph such that the Beneficial an Excess Ownership Percentage is reduced to 8% or lessPosition no longer exists, Bank Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the this Transaction, such that the Beneficial an Excess Ownership Percentage Position no longer exists following such partial termination will be approximately equal to 8%termination. In the event that Bank Dealer so designates an Early Termination Date with respect to a portion of the this Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion (allocated among the Components thereof in the discretion of the TransactionDealer), (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction.such