EX-10.1





 Exhibit 10.1 
  





 
 JPMorgan Chase Bank, National Association 

New York Branch 
 383 Madison Avenue 

New York, NY, 10179 
 March 1, 2021 

 

	To:	 Domtar Corporation 



234 Kingsley Park Drive 
 Fort
Mill, SC 29715 
 Re:     Master Confirmation—Uncollared Accelerated Share Repurchase 

This master confirmation (this “Master Confirmation”), dated as of March 1, 2021, is intended to set forth certain terms
and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between JPMorgan Chase Bank, National Association (“JPMorgan”) and Domtar Corporation, a Delaware corporation
(“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a
Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master
Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below. 

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as
published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and
JPMorgan as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto. 

This Master Confirmation and each Supplemental Confirmation supplement, form a part of, and are subject to an agreement in the form of the
ISDA 2002 Master Agreement (the “Agreement”) as if JPMorgan and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the election of New York law as the
governing law (without reference to its choice of law provisions) and (ii) the election that subparagraph (ii) of Section 2(c) will not apply to the Transactions). 

The Transactions shall be the sole Transactions under the Agreement. If there exists any ISDA Master Agreement between JPMorgan and
Counterparty or any confirmation or other agreement between JPMorgan and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between JPMorgan and Counterparty, then notwithstanding anything to the contrary in such ISDA Master
Agreement, such confirmation or agreement or any other agreement to which JPMorgan and Counterparty are parties, the Transactions shall not be considered Transactions under, or otherwise governed by, such existing or deemed ISDA Master Agreement,
and the occurrence of any Event of Default or Termination Event under the Agreement with respect to either party or any Transaction shall not, by itself, give rise to any right or obligation under any such other agreement or deemed agreement.
Notwithstanding anything to the contrary in any other agreement between the parties or their Affiliates, the Transactions shall not be “Specified Transactions” (or similarly treated) under any other agreement between the parties or their
Affiliates. 
 All provisions contained or incorporated by reference in the Agreement shall govern this Master Confirmation and each
Supplemental Confirmation except as expressly modified herein or in the related Supplemental Confirmation. 
 If, in relation to any
Transaction to which this Master Confirmation and a Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, such Supplemental 












 
Confirmation and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this
Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. 
 1.    Each Transaction constitutes a
Share Forward Transaction for the purposes of the Equity Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation relating to any Transaction, shall govern such
Transaction. 
  

			
	General Terms. 
		
	 Trade Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Buyer:
	  	Counterparty
		
	 Seller:
	  	JPMorgan
		
	 Shares:
	  	The common stock of Counterparty, par value USD 0.01 per share (Exchange symbol “UFS”).
		
	 Exchange:
	  	The New York Stock Exchange
		
	 Related Exchange(s):
	  	All Exchanges.
		
	 Prepayment/Variable Obligation:
	  	Applicable
		
	 Prepayment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Prepayment Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Contract Fee:
	  	For each Transaction, as set forth in the related Supplemental Confirmation. On the Prepayment Date, Buyer shall pay Seller an amount in USD equal to the Contract Fee in immediately available funds by wire transfer to an account
specified by Seller.
	
	Valuation.
		
	 VWAP Price:
	  	For any Exchange Business Day, as determined by the Calculation Agent based on the Rule 10b-18 volume weighted average price at which the Shares trade as reported in the composite
transactions for United States exchanges and quotation systems, during the regular trading session (including any extensions thereof) of the Exchange on such Exchange Business Day, as published by Bloomberg at 4:15 p.m. New York time (or 15 minutes
following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “UFS <Equity> AQR_SEC” (or any successor thereto), or if such price is not so reported on such Exchange Business Day
for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, such VWAP Price shall be as determined by the Calculation Agent based on Rule 10b-18 Eligible Transactions in the Shares
on such day. “Rule 10b-18 Eligible Transactions” means, for any Exchange Business Day, only those trades that are reported during



  
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		  	the period of time during which Counterparty could purchase its own shares under Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
		
	 Forward Price:
	  	For each Transaction, the arithmetic average of the VWAP Prices for all of the Exchange Business Days in the Calculation Period for such Transaction, subject to “Valuation Disruption” below.
		
	 Forward Price Adjustment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Calculation Period:
	  	For each Transaction, the period from, and including, the Calculation Period Start Date for such Transaction to, and including, the Termination Date for such Transaction.
		
	 Calculation Period Start Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Termination Date:
	  	For each Transaction, the Scheduled Termination Date for such Transaction; provided that JPMorgan shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date for
all or any part of such Transaction (an “Accelerated Termination Date”) by delivering notice (an “Acceleration Notice”) to Counterparty of any such designation prior to 6:00 p.m. (New York City time) on the
Exchange Business Day immediately following the designated Accelerated Termination Date. JPMorgan shall specify in each Acceleration Notice the portion of the Prepayment Amount that is subject to acceleration. If the portion of the Prepayment Amount
that is subject to acceleration is less than the full Prepayment Amount, then the Calculation Agent shall adjust the terms of the Transaction as appropriate in order to take into account the occurrence of such Accelerated Termination Date (including
cumulative adjustments to take into account all prior Accelerated Termination Dates).
		
	 Scheduled Termination Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below.
		
	 First Acceleration Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Valuation Disruption:
	  	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period
that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words
“at any time on any Scheduled Trading Day during the Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.



  
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		  	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
		
		  	Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs (i) in the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable
discretion, postpone the Scheduled Termination Date, or (ii) in the Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period; provided that in either case, the Calculation Agent shall not postpone the
Scheduled Termination Date or extend the Settlement Valuation Period by a number of days that exceeds the number of the applicable Disrupted Days. If any such Disrupted Day is a Disrupted Day because of a Market Disruption Event (or a deemed Market
Disruption Event as provided herein), the Calculation Agent may also determine that (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the
Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price 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 taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the VWAP Price for the relevant Exchange
Business Days during the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Forward Price or the Settlement Price,
as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Exchange Business Day on which, as of the date hereof, the
Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date
hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.
		
		  	If a Disrupted Day occurs during the Calculation Period for any Transaction or the Settlement Valuation Period for any Transaction, as the case may be, and each of the nine immediately following Scheduled Trading Days is a
Disrupted Day (a “Disruption Event”), then the Calculation Agent, in its good faith and commercially reasonable discretion, may deem ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and
determine, in good faith and a commercially reasonable manner, the VWAP Price for



  
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		  	such ninth Scheduled Trading Day using its good faith estimate of the value of the Shares on such ninth Scheduled Trading Day based on the volume, historical trading patterns and price of the Shares and
such other factors as it deems appropriate.
		
		  	The Calculation Agent shall use commercially reasonable efforts to notify the parties of any Disrupted Day as promptly as practicable (but no later than three Local Business Days following such Disrupted Day), and
shall use good faith efforts to notify the parties of any determination pursuant to these Valuation Disruption provisions of (i) whether any Disrupted Day is a Disrupted Day in full or a Disrupted Day in part and (ii) the VWAP Price for
any Disrupted Day in part as promptly as practicable, but no later than the third Local Business Day following the last consecutive affected Scheduled Trading Day.
	Settlement Terms.
		
	 Settlement Procedures:
	  	For each Transaction:
			
		  	(i)	 	if the Number of Shares to be Delivered for such Transaction is positive, Physical Settlement shall be applicable to such Transaction; provided that JPMorgan does not, and shall not, make the agreement or the
representations set forth in Section 9.11 of the Equity Definitions related to the restrictions imposed by applicable securities laws with respect to any Shares delivered by JPMorgan to Counterparty under any Transaction; or
			
		  	(ii)	 	if the Number of Shares to be Delivered for such Transaction is negative, then the Counterparty Settlement Provisions in Annex A hereto shall apply to such Transaction.
		
	 Number of Shares to be Delivered:
	  	For each Transaction, a number of Shares (rounded down to the nearest whole number) equal to (a)(i) the Prepayment Amount for such Transaction, divided by (ii)(A) the Forward Price for such Transaction minus
(B) the Forward Price Adjustment Amount for such Transaction, minus (b) the number of Initial Shares for such Transaction; provided that if the result of the calculation in clause (a)(ii) is equal to or less than the
Floor Price for such Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if clause (a)(ii) were replaced with “(ii) the Floor Price for such Transaction”. For the avoidance of doubt, if the
Forward Price Adjustment Amount for any Transaction is a negative number, clause (a)(ii) of the immediately preceding sentence shall be equal to (A) the Forward Price for such Transaction, plus (B) the absolute value of the Forward
Price Adjustment Amount.
		
	 Floor Price:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.



  
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	 Excess Dividend Amount:
	  	For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.
		
	 Settlement Date:
	  	For each Transaction, if the Number of Shares to be Delivered for all or such portion of such Transaction is positive (x) in the case of an Accelerated Termination Date, the date that is one Settlement Cycle immediately
following the date on which JPMorgan delivers the relevant Acceleration Notice and (y) in the case of a Termination Date occurring on the Scheduled Termination Date, the date that is one Settlement Cycle immediately following the Termination
Date, in either case, for all or such portion of such Transaction (the final Settlement Date, the “Final Settlement Date”).
		
	 Settlement Currency:
	  	USD
		
	 Initial Share Delivery:
	  	For each Transaction, JPMorgan shall deliver a number of Shares equal to the Initial Shares for such Transaction to Counterparty on the Initial Share Delivery Date for such Transaction in accordance with Section 9.4 of the
Equity Definitions, with such Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.
		
	 Initial Share Delivery Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Initial Shares:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
	
	Share Adjustments.
		
	 Potential Adjustment Event:
	  	Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event.
		
		  	It shall constitute a Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above, in which case, the Calculation Agent may, in its commercially
reasonable discretion, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction to JPMorgan prior to such postponement, Regulatory Disruption or Disruption Event, as the case
may be.
		
	 Excess Dividend:
	  	For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type
described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or any Extraordinary Dividend) (a “Dividend”) the amount or value of which per Share (as determined by the Calculation Agent), when
aggregated with the amount or value (as determined by the Calculation Agent) of any



  
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		  	and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. “Extraordinary Dividend” means the per Share cash dividend
or distribution, or a portion thereof, declared by Counterparty on the Shares that is classified by the board of directors of Counterparty as an “extraordinary” dividend.
		
	 Ordinary Dividend Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation
		
	 Consequences of Excess and Extraordinary Dividends:
	  	The declaration by the Issuer of any Excess Dividend or Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any
Transaction, shall result in an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction.
		
	 Method of Adjustment:
	  	Calculation Agent Adjustment
		
	 Early Ordinary Dividend Payment:
	  	For each Transaction, if an ex-dividend date for any Dividend that is not (x) an Excess Dividend, (y) a dividend or distribution of the type described in Section 11.2(e)(i) or Section
11.2(e)(ii)(A) of the Equity Definitions or (z) an Extraordinary Dividend, occurs during any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period for such Transaction and is prior to the Scheduled Ex-Dividend Date for
such Transaction for the relevant calendar quarter (as determined by the Calculation Agent), the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation
Agent determines appropriate to preserve the fair value of such Transaction after taking into account such Dividend.
		
	 Scheduled Ex-Dividend Dates:
	  	For each Transaction, as set forth in the related Supplemental Confirmation for each calendar quarter.
		
	 Relevant Dividend Period:
	  	For each Transaction, the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such Transaction.
		
	 Relevant Dividend Period End Date:
	  	For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.
	
	Extraordinary Events.
		
	 Consequences of Merger Events:
	  	
		
	 (a) Share-for-Share:
	  	Modified Calculation Agent Adjustment



  
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	 (b) Share-for-Other:
	  	Cancellation and Payment
		
	 (c) Share-for-Combined:
	  	Component Adjustment
		
	 Tender Offer:
	  	Applicable; provided that (a) Section 12.1(l) of the Equity Definitions shall be amended by (i) deleting the parenthetical in the fifth line thereof, (ii) replacing “that” in the fifth line
thereof with “whether or not such announcement” and (iii) adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including,
without limitation, the announcement of an abandonment of such intention)” and (b) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Tender Offer Date” by
“Announcement Date.”
	
	 Consequences of Tender Offers:

		
	 (a) Share-for-Share:
	  	Modified Calculation Agent Adjustment
		
	 (b) Share-for-Other:
	  	Modified Calculation Agent Adjustment
		
	 (c) Share-for-Combined:
	  	Modified Calculation Agent Adjustment
		
	 Nationalization, Insolvency or Delisting:
	  	Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the
Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select
Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or
re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
	
	 Additional Disruption Events:

		
	 (a) Change in Law:
	  	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public
announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Positions” and (iii) immediately following the word
“Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by
replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of
new regulations authorized or mandated by existing statute)”.
		
	 (b) Failure to Deliver:
	  	Applicable



  
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	 (c) Insolvency Filing:
	  	Applicable
		
	 (d) Loss of Stock Borrow:
	  	Applicable
		
	   Maximum Stock Loan Rate:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	   Hedging Party:
	  	JPMorgan
		
	   Determining Party:
	  	JPMorgan
		
	 (e) Hedging Disruption:
	  	Applicable
		
	   Hedging Party:
	  	JPMorgan
		
	   Determining Party:
	  	JPMorgan
		
	 (f) Increased Cost of Hedging:
	  	Applicable
		
	   Hedging Party:
	  	JPMorgan
		
	   Determining Party:
	  	JPMorgan
		
	 (g) Increased Cost of Stock Borrow:
	  	Applicable
		
	   Initial Stock Loan Rate:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	   Hedging Party:
	  	JPMorgan
		
	   Determining Party:
	  	JPMorgan
		
	Hedging Party/Determining Party:	  	For the avoidance of doubt, when making any determination or calculation in its capacity as “Hedging Party” or “Determining Party,” JPMorgan shall act in good faith and in a commercially reasonable manner, and
to the extent applicable, in a manner consistent with the requirements, policies or procedures of the Hedging Party or Determining Party (as applicable) that are generally applicable in similar situations and applied to transactions that are similar
to the Transactions in a non-discriminatory manner.
		
	Hedging Adjustments:	  	For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the terms of this Master Confirmation or the Equity Definitions to take into account the effect of an event, the
Calculation Agent shall make such adjustment by reference to the effect of such event on JPMorgan, assuming that JPMorgan maintains a commercially reasonable Hedge Position.
		
	 Non-Reliance/Agreements and Acknowledgements Regarding
Hedging Activities/Additional Acknowledgements:
	  	Applicable



  
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	2.         Calculation Agent.	  	JPMorgan; provided that, following the occurrence of an Event of Default described in Section 5(a)(vii) of the Agreement with respect to which JPMorgan is the Defaulting Party, if the Calculation Agent fails
to timely make any calculation, adjustment or determination required to be made by the Calculation Agent hereunder and such failure continues for three Exchange Business Days following notice to the Calculation Agent by Counterparty of such failure,
Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early
Termination Date with respect to such Event of Default, as the Calculation Agent with respect to the Transactions under this Master Confirmation. Following any determination or calculation by the Calculation Agent hereunder, the Calculation Agent
will promptly upon Counterparty’s written request, and in any event no later than five Exchange Business Days following receipt of such request, provide to Counterparty a written report (in a commonly used file format for the storage and
manipulation of financial data without disclosing any proprietary models of the Calculation Agent or other information that is or is reasonably likely to be proprietary or subject to contractual, legal or regulatory obligations not to disclose such
information) displaying in reasonable detail the basis for such determination or calculation, as the case may be.
		
	 	  	Whenever the Calculation Agent is required to act or to exercise judgment in any way with
respect to any Transaction hereunder, it will do so in good faith and in a commercially
reasonable manner.

  

	3.	 Account Details. 



[Intentionally omitted] 

  
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	4.	 Offices. 



 

	 	(a)	 The Office of Counterparty for each Transaction is: Inapplicable, Counterparty is not a Multibranch Party.



  

	 	(b)	 The Office of JPMorgan for each Transaction is: New York 



JPMorgan Chase Bank, National Association 

New York Branch 
 383 Madison
Avenue 
 New York, NY, 10179 
  

	5.	 Notices. 



 

	 	(a)	 Address for notices or communications to Counterparty: 



Domtar Corporation 
 234 Kingsley
Park Drive 
 Fort Mill, SC 29715 
  

	 	(b)	 Address for notices or communications to JPMorgan: 



JPMorgan Chase Bank, National Association 

EDG Marketing Support 
  

	6.	 Representations, Warranties and Agreements. 



 

	 	(a)	 Additional Representations, Warranties and Covenants of Each Party. In addition to the representations,
warranties and covenants in the Agreement, each party represents, warrants and covenants to the other party that: 



(i)    It is an “eligible contract participant” (as such term is defined in the Commodity Exchange Act, as
amended). 
 (ii)    The offer and sale of each Transaction to it is intended to be exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof. Accordingly, each party represents and warrants to the other that (A) it has the financial ability to bear the economic risk
of its investment in each Transaction and is able to bear a total loss of its investment, (B) it is an “accredited investor” as that term is defined under Regulation D under the Securities Act and (C) the disposition of each
Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws. 

  
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	 	(b)	 Additional Representations, Warranties and Covenants of Counterparty. In addition to the
representations, warranties and covenants in the Agreement, Counterparty represents, warrants and covenants to JPMorgan that: 



(i)    As of the Trade Date for each Transaction hereunder, (A) such Transaction is being entered into pursuant to a
publicly disclosed Share buy-back program and its Board of Directors has approved the use of derivatives to effect the Share buy-back program and (B) there is no
internal policy of Counterparty, whether written or oral, that would prohibit Counterparty from entering into any aspect of such Transaction, including, without limitation, the purchases of Shares to be made pursuant to such Transaction. 

(ii)    As of the Trade Date for each Transaction hereunder, the purchase or writing of such Transaction and the
transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act. 

(iii)    As of the Trade Date for each Transaction hereunder, it is not entering into such Transaction, and as of the date
of any election with respect to any Transaction hereunder, it is not making such election, in each case (A) on the basis of, and is not aware of, any material non-public information regarding Counterparty
or the Shares, (B) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer in violation of the Exchange Act or (C) to create actual or apparent trading
activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares). 

(iv)    As of the Trade Date for each Transaction hereunder, and as of the date of any election with respect to any
Transaction hereunder, Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it
pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

(v)    Counterparty shall report each Transaction to the extent required under the Exchange Act and the rules and
regulations thereunder. 
 (vi)    (A) The Shares are not, as of the Calculation Period Start Date, and
(B) Counterparty will not, at any time during any Regulation M Period (as defined below) for any Transaction, cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act)
unless, in the case of clause (B), Counterparty has provided written notice to JPMorgan of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such “restricted period”; Counterparty
acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 7 hereof; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 8 hereof.
Counterparty is not currently contemplating any “distribution” (as defined in Regulation M promulgated under the Exchange Act) of Shares, or any security for which Shares are a “reference security” (as defined in Regulation M
promulgated under the Exchange Act). “Regulation M Period” means, for any Transaction, (A) the Relevant Period (as defined below) for such Transaction, (B) the Settlement Valuation Period, if any, for such Transaction and
(C) the Seller Termination Purchase Period (as defined below), if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the Calculation Period Start Date for such Transaction and
ending on the later of (1) the earlier of (x) the Scheduled Termination Date and (y) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such 

  
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Transaction, or such earlier day as elected by JPMorgan and communicated to Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant
to “Special Provisions for Acquisition Transaction Announcements” below) and (2) if Section 15 hereof is applicable to such Transaction, the date on which all deliveries owed pursuant to such Section 15 have been made. 

(vii)    As of the Trade Date, the Prepayment Date, the Initial Share Delivery Date, the Settlement Date, any Cash
Settlement Payment Date and any Settlement Method Election Date for each Transaction, Counterparty 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”)) and Counterparty would be able to purchase a number of Shares with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty’s incorporation. 

(viii)    Counterparty is not, and after giving effect to each Transaction will not be, required to register as an
“investment company” as such term is defined in the Investment Company Act of 1940, as amended. 

(ix)    Counterparty will not enter into any obligation that would contractually limit it from effecting Cash Settlement
or Net Share Settlement under any Transaction. 
 (x)    Counterparty has not entered, and will not enter, into any
repurchase transaction with respect to the Shares (or any security convertible into or exchangeable for the Shares) (including, without limitation, any agreements similar to the Transactions described herein) where any initial hedge period,
calculation period, relevant period, settlement valuation period or seller termination purchase period (each however defined) in such other transaction will overlap at any time (including, without limitation, as a result of extensions in such
initial hedge period, calculation period, relevant period, settlement valuation period or seller termination purchase period as provided in the relevant agreements) with any Relevant Period, any Settlement Valuation Period (if applicable) or any
Seller Termination Purchase Period (if applicable) under this Master Confirmation. In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other transaction overlaps with any Relevant
Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable) under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the Settlement
Valuation Period pursuant to “Valuation Disruption” above or any analogous provision in such other transaction, Counterparty shall promptly amend such other transaction to avoid any such overlap. 

(xi)    Counterparty (A) is capable of evaluating investment risks independently, both in general and with regard to
all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the
broker-dealer in writing; and (C) has total assets of at least USD 50,000,000 as of the date hereof. 
  

	7.	 Regulatory Disruption. In the event that JPMorgan concludes, in its good faith,
reasonable discretion and based on advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are
imposed by law or have been voluntarily adopted by JPMorgan; provided, that such requirements or related policies or procedures are applicable to transactions in similar situation as the Transaction hereunder and that JPMorgan shall apply
them to the Transaction hereunder in a non-discriminatory manner), for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Calculation Period or, if applicable,
the Settlement Valuation Period, JPMorgan may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days. 



  
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	8.	 10b5-1 Plan. Counterparty represents,
warrants and covenants to JPMorgan that: 


  

	 	(a)	 Counterparty is entering into this Master Confirmation and each Transaction hereunder in good faith and not as
part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation
provisions of the federal or applicable state securities laws and that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares. Counterparty acknowledges
that it is the intent of the parties that each Transaction entered into under this Master Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and each Transaction
entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). 


  

	 	(b)	 During the Calculation Period and the Settlement Valuation Period, if any, for any Transaction and in
connection with the delivery of any Alternative Delivery Units for any Transaction, JPMorgan (or its agent or Affiliate) may effect transactions in Shares in connection with such Transaction. The timing of such transactions by JPMorgan, the price
paid or received per Share pursuant to such transactions and the manner in which such transactions are made, including, without limitation, whether such transactions are made on any securities exchange or privately, shall be within the sole judgment
of JPMorgan. Counterparty acknowledges and agrees that all such transactions shall be made in JPMorgan’s sole judgment and for JPMorgan’s own account. 



 

	 	(c)	 Counterparty does not have, and shall not attempt to exercise, any control or influence over how, when or
whether JPMorgan (or its agent or Affiliate) makes any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) in connection with any Transaction, including, without limitation, over
how, when or whether JPMorgan (or its agent or Affiliate) enters into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this
Master Confirmation and each Supplemental Confirmation under Rule 10b5-1. 


  

	 	(d)	 Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master
Confirmation or any Supplemental Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the
generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such
amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding
Counterparty or the Shares. 


  

	 	(e)	 Counterparty shall not, directly or indirectly, communicate any information relating to the Shares or any
Transaction (including, without limitation, any notices required by Section 10(a) hereof) to any employee of JPMorgan, other than as set forth in the Communications Procedures attached as Annex B hereto. 



 

	9.	 Counterparty Purchases. Counterparty (or any “affiliate” or
“affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior written consent of JPMorgan, directly or indirectly (including, without limitation, by means of a derivative instrument)
purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or
limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18
purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable), under this Master
Confirmation. Notwithstanding the foregoing, Counterparty or an “affiliated purchaser” (as defined in Rule 10b-18) may purchase Shares during the Calculation Period or any Settlement Valuation Period
through JPMorgan or an affiliate of JPMorgan pursuant to any Rule 10b5-1 repurchase plan or Rule 10b-18 repurchase, so long as such purchases do not in the aggregate
exceed, on any Exchange Business Day, the Specified ADTV Percentage for such Transaction for such Exchange Business Day (as specified in the relevant supplemental Confirmation). 



  
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	10.	 Special Provisions for Merger Transactions. Notwithstanding anything to the
contrary herein or in the Equity Definitions: 


  

	 	(a)	 Counterparty agrees that it: 



 

	 	(i)	 will not during the period commencing on the Trade Date for any Transaction and ending on the last day of the
Relevant Period or, if applicable, the later of the last day of the Settlement Valuation Period and the last day of the Seller Termination Purchase Period, for such Transaction make, or permit to be made, any public announcement (as defined in Rule
165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Merger Announcement”) unless such Merger Announcement is made prior to the opening or after the close of the regular trading session on
the Exchange for the Shares; 


  

	 	(ii)	 shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange)
notify JPMorgan following any such Merger Announcement that such Merger Announcement has been made; and 


  

	 	(iii)	 shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange)
provide JPMorgan with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full
calendar months immediately preceding the announcement date of any Merger Transaction or potential Merger Transaction that were not effected through JPMorgan or its Affiliates and (ii) the number of Shares purchased pursuant to the proviso in
Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date of any Merger Transaction or potential Merger Transaction. Such written notice shall be deemed to be
a certification by Counterparty to JPMorgan that such information is true and correct. In addition, Counterparty shall promptly notify JPMorgan of the earlier to occur of the completion of such transaction and the completion of the vote by target
shareholders. 


  

	 	(b)	 Counterparty acknowledges that any such Merger Announcement or delivery of a notice with respect thereto may
cause the terms of any Transaction to be adjusted or such Transaction to be terminated; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 8 hereof. 



 

	 	(c)	 Upon the occurrence of any Merger Announcement (whether made by Counterparty or a third party), JPMorgan, in
good faith and in a commercially reasonable manner, may (i) make adjustments to the terms of any Transaction, in good faith and in a commercially reasonable manner, including, without limitation, the Scheduled Termination Date or the Forward
Price Adjustment Amount, and/or suspend the Calculation Period and/or any Settlement Valuation Period, such adjustments to be limited to account for (x) changes in the price of the Shares and volatility, stock loan rate, liquidity and other
commercially reasonable option pricing inputs relevant to the Shares or to such Transaction and/or (y) the effect of the Merger Announcement on JPMorgan’s commercially reasonable market activity in connection with any Transaction, as a
consequence of any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by JPMorgan and provided that any
such policies or procedures have been adopted by JPMorgan in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner) or (ii) treat the occurrence of such
Merger Announcement as an Additional Termination Event with Counterparty as the sole Affected Party and the Transactions hereunder as the Affected Transactions and with the amount under Section 6(e) of the Agreement determined taking into
account the fact that the Calculation Period or Settlement Valuation Period, as the case may be, had fewer Scheduled Trading Days than originally anticipated. 



  
 15 













 “Merger Transaction” means any merger, acquisition or similar transaction
involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act. 
  

	11.	 Special Provisions for Acquisition Transaction Announcements. Notwithstanding
anything to the contrary herein or in the Equity Definitions: 


  

	 	(a)	 If an Acquisition Transaction Announcement occurs on or prior to the Final Settlement Date for any Transaction,
then the Calculation Agent shall make such adjustments to the exercise, settlement, payment or any other terms of such Transaction as the Calculation Agent determines appropriate (including, without limitation and for the avoidance of doubt,
adjustments that would allow the Number of Shares to be Delivered to be less than zero), at such time or at multiple times as the Calculation Agent determines appropriate, to account for the economic effect on such Transaction of such event
(including adjustments to account for changes in volatility, expected dividends, stock loan rate, value of any commercially reasonable Hedge Positions in connection with the Transaction and liquidity relevant to the Shares or to such Transaction).
If an Acquisition Transaction Announcement occurs after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date of such Acquisition Transaction Announcement. If the Number of Shares
to be Delivered for any settlement of any Transaction is a negative number, then the terms of the Counterparty Settlement Provisions in Annex A hereto shall apply. 



 

	 	(b)	 “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition
Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result
in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement
that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction, or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the
abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any
public announcement whether made by the Issuer or a third party. 


  

	 	(c)	 “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the
definition of Merger Event shall be read with the references therein to “100%” being replaced by “25%” and references to “50%” being replaced by “75%” and without reference to the clause beginning immediately
following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all
or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction with respect to Counterparty, (iv) any acquisition, lease, exchange, transfer, disposition
(including, without limitation, by way of spin-off or distribution) of assets (including, without limitation, any capital stock or other ownership interests in subsidiaries) or other similar event by
Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 25% of the market capitalization of Counterparty or (v) any transaction in which Counterparty
or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).




  
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	12.	 Acknowledgments. 



 

	 	(a)	 The parties hereto intend for: 



(i)     each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code
and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555,
556, 560 and 561 of the Bankruptcy Code; 
 (ii)     the Agreement to be a “master netting agreement” as
defined in Section 101(38A) of the Bankruptcy Code; 
 (iii)     a party’s right to liquidate, terminate or
accelerate any Transaction, net out or offset termination values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any
Extraordinary Event that results in the termination or cancellation of any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and 

(iv)     all payments for, under or in connection with each Transaction, all payments for the Shares (including, for the
avoidance of doubt, payment of the Prepayment Amount) and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code). 

 

	 	(b)	 Counterparty acknowledges that: 



(i)    during the term of any Transaction, JPMorgan and its Affiliates may buy or sell Shares or other securities or buy
or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; 

(ii)    JPMorgan and its Affiliates may also be active in the market for the Shares and Share-linked transactions other
than in connection with hedging activities in relation to any Transaction; 
 (iii)    JPMorgan shall make its own
determination as to whether, when or in what manner any hedging or market activities in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the
Forward Price and the VWAP Price; 
 (iv)    any market activities of JPMorgan and its Affiliates with respect to the
Shares may affect the market price and volatility of the Shares, as well as the Forward Price, the VWAP Price and the Settlement Price, each in a manner that may be adverse to Counterparty; and 

(v)    each Transaction is a derivatives transaction in which it has granted JPMorgan an option; JPMorgan may purchase
shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. 
  

	13.	 No Collateral, Netting or Setoff. Notwithstanding any provision of the Agreement or
any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral. Obligations under any Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of
the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Master Confirmation or any Supplemental Confirmation, or under any other agreement between the parties hereto, by operation of law or otherwise,
and no other obligations of the parties shall be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against obligations under any Transaction, whether arising under the Agreement, this Master Confirmation or any
Supplemental Confirmation, or under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment. 



  
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	14.	 Delivery of Shares. Notwithstanding anything to the contrary herein, JPMorgan may,
by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more
than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original
Delivery Date. 


  

	15.	 Alternative Termination Settlement. In the event that (a) an Early Termination
Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction or (b) any Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result
of a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash), if either party would owe any amount to the other party pursuant to Section 6(d)(ii) of the Agreement or any
Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, Counterparty may, no later than the Early Termination Date or the date
on which such Transaction is terminated or cancelled, elect that Counterparty deliver to JPMorgan or that JPMorgan deliver to Counterparty, as the case may be, a number of Shares (or, in the case of a Nationalization, Insolvency or Merger Event, a
number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Nationalization, Insolvency or Merger Event, as the case may be (each such unit, an
“Alternative Delivery Unit”)) with a value equal to the Payment Amount, as determined by the Calculation Agent over a commercially reasonable period of time (and the parties agree that, in making such determination of value, the
Calculation Agent may take into account a number of factors, including, without limitation, the market price of the Shares or Alternative Delivery Units on the Early Termination Date or the date of early cancellation or termination, as the case may
be, and, if such delivery is made by JPMorgan, the prices at which JPMorgan purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this Section 15); provided that in determining the composition of any
Alternative Delivery Unit, if the relevant Nationalization, Insolvency or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and
provided further that Counterparty may elect that the provisions of this Section 15 above providing for the delivery of Shares or Alternative Delivery Units, as the case may be, shall not apply only if Counterparty represents and
warrants to JPMorgan, in writing on the date it notifies JPMorgan of such election, that, as of such date, Counterparty is not aware of any material non-public information regarding Counterparty or the Shares
and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. If delivery of Shares or Alternative Delivery Units, as the case may be, pursuant to this Section 15 is to be
made by Counterparty, paragraphs 2 through 7 of Annex A hereto shall apply as if (A) such delivery were a settlement of such Transaction to which Net Share Settlement applied, (B) the Cash Settlement Payment Date were the Early Termination
Date or the date of early cancellation or termination, as the case may be, and (C) the Forward Cash Settlement Amount were equal to (x) zero minus (y) the Payment Amount owed by Counterparty. For the avoidance of doubt, if
Counterparty validly elects for the provisions of this Section 15 relating to the delivery of Shares or Alternative Delivery Units, as the case may be, not to apply to any Payment Amount, the provisions of Article 12 of the Equity Definitions,
or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply. If delivery of Shares or Alternative Delivery Units, as the case may be, is to be made by JPMorgan pursuant to this Section 15, the period during
which JPMorgan purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this Section 15 shall be referred to as the “Seller Termination Purchase Period.” 



 

	16.	 Calculations and Payment Date upon Early Termination. The parties acknowledge and
agree that in calculating (a) the Close-Out Amount pursuant to Section 6 of the Agreement and (b) the amount due upon cancellation or termination of any Transaction (whether in whole or in part)
pursuant to Article 12 of the Equity Definitions as a result of an Extraordinary Event, JPMorgan may (but need not) determine such amount based on (i) expected losses assuming a commercially reasonable (including, without limitation, with
regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss or (ii) the price at which one or more market participants would offer to sell to the Seller a block of Shares equal in number to the Seller’s hedge
position in relation to the Transaction. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement or Article 12 of the Equity Definitions, all amounts calculated as being due in respect of an Early Termination Date under
Section 6(e) of the Agreement or upon 



  
 18 














	 	
cancellation or termination of the relevant Transaction under Article 12 of the Equity Definitions will be payable on the day that notice of the amount payable is effective; provided that
if Counterparty elects to receive or deliver Shares or Alternative Delivery Units in accordance with Section 15 hereof, such Shares or Alternative Delivery Units shall be delivered on a date selected by JPMorgan as promptly as practicable.


  

	17.	 Limit on Beneficial Ownership. Notwithstanding any other provisions hereof,
JPMorgan may not be entitled to take delivery of any Shares deliverable hereunder to the extent (but only to the extent) that, after such receipt of any Shares hereunder, the Equity Percentage would exceed 7.5%. Any purported delivery hereunder
shall be void and have no effect to the extent (but only to the extent) that, after such delivery the Equity Percentage would exceed 7.5%. If any delivery owed to JPMorgan hereunder is not made, in whole or in part, as a result of this provision,
Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Business Day after, JPMorgan gives notice to Counterparty that,
after such delivery, the Equity Percentage would not exceed 7.5%. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that JPMorgan and any of its
affiliates or any other person subject to aggregation with JPMorgan for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13) of which
JPMorgan 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 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. 



 

	18.	 Maximum Share Delivery. Notwithstanding anything to the contrary in this Master
Confirmation, in no event shall JPMorgan be required to deliver any Shares, or any Shares or other securities comprising Alternative Delivery Units, in respect of any Transaction in excess of the Maximum Number of Shares set forth in the
Supplemental Confirmation for such Transaction. 


  

	19.	 Additional Termination Events. 



 

	 	(a)	 The occurrence of an event described in paragraph III of Annex B hereto will constitute an Additional
Termination Event, with Counterparty as the sole Affected Party and the Transactions specified in such paragraph III as the Affected Transactions. 


  

	 	(b)	 Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination Price is
specified in the Supplemental Confirmation for any Transaction, then an Additional Termination Event will occur without any notice or action by JPMorgan or Counterparty if the closing price of the Shares on the Exchange is below such Termination
Price for two consecutive Exchange Business Days, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. 


  

	20.	 Delivery of Cash. For the avoidance of doubt, nothing in this Master Confirmation shall be
interpreted as requiring Counterparty to deliver cash in respect of the settlement of the Transactions contemplated by this Master Confirmation following payment by Counterparty of the relevant Prepayment Amount and any relevant Counterparty
Additional Payment Amount, except in circumstances where the required cash settlement thereof is permitted for classification of the contract as equity by ASC 815-40, Derivatives and Hedging –
Contracts in Entity’s Own Equity, as in effect on the relevant Trade Date (including, without limitation, where Counterparty so elects to deliver cash or fails timely to elect to deliver Shares or Alternative Delivery Property in respect of
the settlement of such Transactions). 


  

	21.	 Tax Matters. 



(a)    Sections 2(d)(i)(4)(A) and 2(d)(ii) of the Agreement shall be deemed also to refer to agreements contained in the
proviso to the provisions set forth under the caption “Assignment and Transfer” below. 

  
 19 













 (b)    For purposes of Section 3(f) of the Agreement, JPMorgan and
Counterparty each represent to the other that they are U.S. persons for U.S. federal income tax purposes. 
 (c)    For
the purpose of Section 4(a)(i) of the Agreement, JPMorgan and Counterparty (or any U.S. assignee of either party, to the extent it is legally able to do so) shall each furnish to the other party a properly completed and executed IRS Form W-9 upon the execution of this Agreement and thereafter, promptly upon (i) reasonable demand by the other party or (ii) learning that any form previously provided has become obsolete or incorrect.

(d)    Withholding Tax imposed on payments to non-US counterparties under the
United States Foreign Account Tax Compliance Act. “Tax” and “Indemnifiable Tax”, each as defined in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant to
Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the
Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For
the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 

(e)     HIRE Act. To the extent that either party to the Agreement with respect to this Transaction is not an
adhering party to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded from
time to time (the “871(m) Protocol”), the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement with respect to this Transaction as if set forth
in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to the Agreement with respect to this Transaction, references to “each Covered Master Agreement” in the 871(m) Protocol will be
deemed to be references to the Agreement with respect to this Transaction, and references to the “Implementation Date” in the 871(m) Protocol will be deemed to be references to the Trade Date of this Transaction. 

 

	22.	 Non-confidentiality. Notwithstanding
any provision in this Master Confirmation to the contrary, in connection with Section 1.6011-4 of the Treasury Regulations, the parties hereby agree that each party (and each employee, representative, or
other agent of such party) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any Transaction and all materials of any kind (including opinions or other tax analyses) that are
provided to such party relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws. 



 

	23.	 [Reserved]  



 

	24.	 Assignment and Transfer. Notwithstanding anything to the contrary in the Agreement,
JPMorgan may assign any of its rights or duties hereunder to any one or more of its Affiliates without the prior written consent of Counterparty; provided, however, that no such assignment shall result in Counterparty being required to
pay an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement that is greater than it would have paid in the absence of such assignment. Notwithstanding any other provision in this Master 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 any Transaction and any such designee may assume such obligations. JPMorgan may assign the right to receive Settlement Shares to any third party who may legally receive Settlement
Shares. JPMorgan shall be discharged of its obligations to Counterparty only to the extent of any such performance. For the avoidance of doubt, JPMorgan hereby acknowledges that notwithstanding any such designation hereunder, to the extent any of
JPMorgan’s obligations in respect of any Transaction are not completed by its designee, JPMorgan shall be obligated to continue to perform or to cause any other of its designees to perform in respect of such obligations. 



  
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	25.	 Amendments to the Equity Definitions. 



 

	 	(a)	 Section 11.2(a) of the Equity Definitions is hereby amended by (i) replacing the words “a
diluting or concentrative effect” with the words “a material economic effect (as determined by the Calculation Agent in good faith and in a commercially reasonable manner” and (ii) adding the phrase “or such
Transaction” at the end thereof; 


  

	 	(b)	 Section 11.2(c) of the Equity Definitions is hereby amended by (i) replacing the words “a
diluting or concentrative effect” with the words “a material economic effect (as determined by the Calculation Agent in good faith and in a commercially reasonable manner” in the fifth line thereof, (ii) adding the phrase
“or such Transaction” immediately following the word “Shares” in the sixth line thereof, (iii) replacing the words “diluting or concentrative” in the sixth to last line thereof with the words “material
economic” and (iv) replacing the phrase “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” with the phrase
“(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)”; and 



 

	 	(c)	 Section 11.2(e)(vii) of the Equity Definitions is hereby amended by (i) replacing the words “a
diluting or concentrative effect” with the words “a material economic effect (as determined by the Calculation Agent in good faith and in a commercially reasonable manner)” and (ii) adding the phrase “or the relevant
Transaction” at the end thereof. 


  

	 	(d)	 Section 12.9(b)(iv) of the Equity Definitions is hereby amended by: 



(i)    deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection
(A) and (3) the phrase “in each case” in subsection (B); and 
 (ii)    replacing the phrase
“neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence. 

 

	 	(e)	 Section 12.9(b)(v) of the Equity Definitions is hereby amended by: 



(i)    adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of
subsection (A); and 
 (ii)    (1) deleting subsection (C) in its entirety, (2) deleting the word
“or” immediately preceding subsection (C), (3) deleting the penultimate sentence in its entirety and replacing it with the sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other” and
(4) deleting clause (X) in the final sentence. 
  

	 	(f)	 Section 12.9(b)(vi) of the Equity Definitions is hereby amended by: 



(i)    adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of
subsection (A); and 
 (ii)    (1) deleting subsection (C) in its entirety, (2) deleting the word
“or” immediately preceding subsection (C) and (3) deleting the final sentence in its entirety and replacing it with the sentence “The Hedging Party will determine the Cancellation Amount payable by one party to the other”.


  
 21 














	26.	 [Reserved] 


  

	27.	 Status of Claims in Bankruptcy. JPMorgan acknowledges and agrees that neither this
Master Confirmation nor any Supplemental Confirmation is intended to convey to JPMorgan rights against Counterparty with respect to any Transaction that are senior to the claims of common stockholders of Counterparty in any United States bankruptcy
proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit JPMorgan’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to any
Transaction; provided further that nothing herein shall limit or shall be deemed to limit JPMorgan’s rights in respect of any transactions other than any Transaction. 



 

	28.	 Wall Street Transparency and Accountability Act. In connection with
Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an
amendment made by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the date of this Master Confirmation, shall limit or otherwise impair either party’s otherwise
applicable rights to terminate, renegotiate, modify, amend or supplement any Supplemental Confirmation, this Master Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs,
regulatory change or similar event under any Supplemental Confirmation, this Master Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, without limitation, rights arising from Change in Law, Loss of Stock Borrow,
Increased Cost of Stock Borrow, Hedging Disruption, Increased Cost of Hedging, or Illegality). 


  

	29.	 Communications with Employees of J.P. Morgan Securities LLC. If Counterparty
interacts with any employee of J.P. Morgan Securities LLC with respect to any Transaction, Counterparty is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative
of J.P. Morgan Securities LLC) in connection with such Transaction. 


  

	30.	 Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THE AGREEMENT, THIS MASTER CONFIRMATION, EACH SUPPLEMENTAL CONFIRMATION, THE TRANSACTIONS HEREUNDER AND ALL MATTERS ARISING IN
CONNECTION WITH THE AGREEMENT, THIS MASTER CONFIRMATION AND ANY SUPPLEMENTAL CONFIRMATION AND THE TRANSACTIONS HEREUNDER. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTIONS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN. 


  

	31.	 Counterparts. This Master Confirmation may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation by signing and delivering one or more counterparts. 



 

	32.	 U.S. Resolution Stay Protocol. The parties acknowledge and agree that (i) to
the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of the Agreement, and for such
purposes the Agreement shall be deemed a Protocol Covered Agreement, JPMorgan shall be deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party; (ii) to the extent that prior to the date hereof the parties have executed a
separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are
incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a Covered Agreement, JPMorgan shall be deemed a Covered Entity and Counterparty shall be deemed a Counterparty Entity; or (iii) if clause
(i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use
between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. 



  
 22 














	 	
Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to
conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a “Covered Agreement,” JPMorgan shall be deemed a “Covered
Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the event that, after the date of the Agreement, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of
this paragraph. In the event of any inconsistencies between the Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern.
Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “the Agreement” include any related credit enhancements entered into between
the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to JPMorgan replaced by references to the
covered affiliate support provider. 

 “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12
C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the
override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements. 

 

	33.	 CARES Act. Counterparty represents and warrants that it has not applied, and
throughout the term of any Transaction shall not apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)) or other investment, or to receive
any financial assistance or relief (howsoever defined) under any program or facility that (a) is established under applicable law (whether in existence as of the Trade Date for such Transaction or subsequently enacted, adopted or amended),
including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement thereunder), as a condition of such loan, loan
guarantee, direct loan (as that term is defined in the CARES Act), investment, financial assistance or relief, that Counterparty agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not
repurchase, any equity security of Counterparty, and that it has not, as of the date specified in such condition, made a capital distribution or will not make a capital distribution. Counterparty further represents and warrants that the Prepayment
Amount for any Transaction is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration’s “Paycheck Protection
Program”, that (a) is established under applicable law (whether in existence as of the Trade Date for such Transaction or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as
amended, and (b) requires under such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or
enumerated purposes that do not include the purchase of Shares pursuant to any Transaction (either by specific reference thereto or by general reference to transactions with the attributes thereof in all relevant respects). 



  
 23 













 



 
 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Master
Confirmation and returning it to us. 
  

			
	Very truly yours,


 
			
	
	 JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION

		
	By:	 	 /s/ Brett Chalmers

	Authorized Signatory
	Name:	 	Brett Chalmers


 Accepted and confirmed 
 as
of the date first set 
 forth above: 
  

			
	DOMTAR CORPORATION
		
	By:	 	 /s/ Nick Willis

	Authorized Signatory
	Name:	 	Nick Willis













 



 
 SCHEDULE A 

FORM OF SUPPLEMENTAL CONFIRMATION 

JPMorgan Chase Bank, National Association 
 New York Branch 

383 Madison Avenue 
 New York, NY, 10179 

[            ], 20[    ] 

 

	To:	 Domtar Corporation 



234 Kingsley Park Drive 
 Fort
Mill, SC 29715 
 Re:     Supplemental Confirmation—Uncollared Accelerated Share Repurchase 

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase
Bank, National Association (“JPMorgan”) and Domtar Corporation, a Delaware corporation (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between JPMorgan and
Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 1.    This Supplemental Confirmation supplements,
forms part of, and is subject to the Master Confirmation, dated as of March 1, 2021 (the “Master Confirmation”), between JPMorgan and Counterparty, as amended and supplemented from time to time. All provisions contained in the
Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 
 2.    The terms of the Transaction to
which this Supplemental Confirmation relates are as follows: 
  

			
	Trade Date:	  	
[            ], 20[    
]

		
	Forward Price Adjustment Amount:	  	 USD [        ]

		
	 CalculationPeriod Start Date:
	  	 [            ],
20[    ]

		
	 ScheduledTermination Date:
	  	 [            ],
20[    ]

		
	 First Acceleration Date:
	  	 [            ],
20[    ]

		
	Prepayment Amount:	  	 USD [        ]

		
	Prepayment Date:	  	 [            ],
20[    ]

		
	 InitialShares:
	  	[        ] Shares; provided that if, in connection with the Transaction, JPMorgan is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery
to Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that JPMorgan is able to so borrow or otherwise acquire, and JPMorgan shall use reasonable
good faith efforts to borrow, at a stock borrow cost no greater than the


  
 25 














			
		  	Initial Stock Loan Rate, or otherwise acquire a number of Shares equal to the shortfall in the Initial Shares and to deliver such additional Shares as soon as reasonably practicable. All Shares delivered to Counterparty in respect
of the Transaction pursuant to this paragraph shall be the “Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation.
		
	Initial Share Delivery Date:	  	[            ], 20[    ]
		
	Maximum Stock Loan Rate:	  	[                    ] basis points per annum
		
	Initial Stock Loan Rate:	  	[                    ] basis points per annum
		
	Maximum Number of Shares:	  	[                ]1 Shares
		
	Floor Price:	  	USD 0.01 per Share
		
	Contract Fee:	  	USD [    ]
		
	Termination Price:	  	USD [                ] per Share
		
	Additional Relevant Days:	  	The [    ] Exchange Business Days immediately following the Calculation Period.
		
	Reserved Shares:	  	Notwithstanding anything to the contrary in the Master Confirmation, as of the date of this Supplemental Confirmation, the Reserved Shares shall be equal to
[                ] Shares.
		
	Ordinary Dividend Amount:	  	For any Dividend before the Termination Date, USD [            ] per Share For any Dividend after the Termination Date, USD 0.00 per Share
		
	Scheduled Ex-Dividend Dates:	  	[                    ]
		
	Specified ADTV Threshold:	  	[    ]% of the ADTV (as defined in Rule 10b-18) for the Shares

 3.    Counterparty represents and warrants to JPMorgan that neither it nor any “affiliated
purchaser” (as defined in Rule 10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act
during either (i) the four full calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs, except as set forth in any notice delivered pursuant to Section 6(b)(xv) of the
Master Confirmation. 
 4.    This Supplemental Confirmation may be executed in any number of counterparts, all of which shall
constitute one and the same instrument, and any party hereto may execute this Supplemental Confirmation by signing and delivering one or more counterparts. 
  

 

	1 	 To be approximately 50% of the total number of Shares outstanding on the Trade Date. 



  
 A-2 













 



 
 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this
Supplemental Confirmation and returning it to us. 
  

					
	Very truly yours,
		
		 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
			
		 	By:	 	
                     
                                   

		 	Authorized Signatory
		 	Name:


 Accepted and confirmed 
 as
of the Trade Date: 
  

			
	DOMTAR CORPORATION
		
	By:	 	
                     
                                       

	Authorized Signatory
	Name:


  
 A-3 













 SCHEDULE B 

FORM OF CERTIFICATE OF RULE 10B-18 PURCHASES 

[Letterhead of Counterparty] 
 JPMorgan Chase
Bank, National Association 
 New York Branch 
 383 Madison
Avenue 
 New York, NY, 10179 
 Re:
    Uncollared Accelerated Share Repurchase 
 Ladies and Gentlemen: 

In connection with our entry into the Master Confirmation, dated as of March 1, 2021, between JPMorgan Chase Bank, National Association
and Domtar Corporation, a Delaware corporation, as amended and supplemented from time to time (the “Master Confirmation”) and the Supplemental Confirmation thereto, dated as of
[            ], 20[    ], we hereby represent that set forth below is the total number of shares of our common stock purchased by or for us or any of our affiliated
purchasers in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Securities Exchange Act of 1934) pursuant to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the first day of the [Calculation
Period][Settlement Valuation Period][Seller Termination Purchase Period] (as defined in the Master Confirmation) and the week during which the first day of such [Calculation Period][Settlement Valuation Period][Seller Termination Purchase Period]
occurs. 
 Number of Shares:                     

We understand that you will use this information in calculating trading volume for purposes of Rule 10b-18. 

Very truly yours, 
  

			
	DOMTAR CORPORATION
		
	By:	 	
                     
                   

	Authorized Signatory
	Name:


  
 B-1 













 ANNEX A 

COUNTERPARTY SETTLEMENT PROVISIONS 

1.    The following Counterparty Settlement Provisions shall apply to any Transaction to the extent indicated under the
Master Confirmation: 
  

			
	Settlement Currency:	  	USD
		
	Settlement Method Election:	  	Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and
(ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to JPMorgan in writing on the date it notifies JPMorgan of its election that, as of such date, the Electing Party is not aware of
any material non-public information regarding Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities
laws.
		
	Electing Party:	  	Counterparty
		
	Settlement Method Election Date:	  	The earlier of (i) the Scheduled Termination Date and (ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case the election under Section 7.1 of the Equity
Definitions shall be made no later than 10 minutes prior to the open of trading on the Exchange on such second Exchange Business Day), as the case may be.
		
	Default Settlement Method:	  	Net Share Settlement
		
	Forward Cash Settlement Amount:	  	An amount equal to (a) the Number of Shares to be Delivered, multiplied by (b) the Settlement Price.
		
	Settlement Price:	  	An amount equal to the average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation.
		
	Settlement Valuation Period:	  	A number of Scheduled Trading Days appropriate for JPMorgan to unwind a commercially reasonable hedge position using commercially reasonable efforts, as determined by JPMorgan in its reasonable discretion, beginning on the Scheduled
Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business Day immediately following the Termination Date.
		
	Cash Settlement:	  	If Cash Settlement is applicable, then Buyer shall pay to JPMorgan the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.
		
	Cash Settlement Payment Date:	  	The Exchange Business Day immediately following the last day of the Settlement Valuation Period.
		
	Net Share Settlement Procedures:	  	If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.


  
 Annex A-1 













 2.    Net Share Settlement shall be made by delivery on the Cash
Settlement Payment Date of a number of Shares satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions (the “Unregistered Settlement
Shares”), in either case with a value equal to the absolute value of the Forward Cash Settlement Amount, with such Shares’ value based on the value thereof to JPMorgan (which value shall, in the case of Unregistered Settlement Shares,
take into account a commercially reasonable illiquidity discount), in each case as determined by the Calculation Agent. If all of the conditions for delivery of either Registered Settlement Shares or Unregistered Settlement Shares have not been
satisfied, Cash Settlement shall be applicable notwithstanding anything to the contrary herein. 
 3.    Counterparty
may only deliver Registered Settlement Shares pursuant to paragraph 2 above if: 
 (a)    a registration statement
covering public resale of the Registered Settlement Shares by JPMorgan (the “Registration Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become
effective on or prior to the date of delivery, and no stop order shall be in effect with respect to the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including, without limitation, any prospectus
supplement thereto, the “Prospectus”) shall have been delivered to JPMorgan, in such quantities as JPMorgan shall reasonably have requested, on or prior to the date of delivery; 

(b)    the form and content of the Registration Statement and the Prospectus (including, without limitation, any sections
describing the plan of distribution) shall be satisfactory to JPMorgan; 
 (c)    as of or prior to the date of
delivery, JPMorgan and its agents shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities and the results of such
investigation are satisfactory to JPMorgan, in its discretion; and 
 (d)    as of the date of delivery, an agreement
(the “Underwriting Agreement”) shall have been entered into with JPMorgan in connection with the public resale of the Registered Settlement Shares by JPMorgan substantially similar to underwriting agreements customary for
underwritten offerings of equity securities, in form and substance satisfactory to JPMorgan, which Underwriting Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements
relating, without limitation, to the indemnification of, and contribution in connection with the liability of, JPMorgan and its Affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative
assurance letters. 
 4.    If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above: 

(a)    all Unregistered Settlement Shares shall be delivered to JPMorgan (or any Affiliate of JPMorgan designated by
JPMorgan) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; 

(b)    as of or prior to the date of delivery, JPMorgan and any potential purchaser of any such shares from JPMorgan (or
any Affiliate of JPMorgan designated by JPMorgan) identified by JPMorgan shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of
equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); 

(c)    as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement
Agreement”) with JPMorgan (or any Affiliate of JPMorgan designated by JPMorgan) in connection with the private placement of such shares by Counterparty to JPMorgan (or any such Affiliate) and the private resale of such shares by JPMorgan
(or any such Affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size by similar issuers, in form and substance commercially


  
 Annex A-2 













 
reasonably satisfactory to JPMorgan, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase
agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, JPMorgan and its Affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’
negative assurance letters, and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses of JPMorgan (and any such Affiliate) in connection with such resale, including all commercially reasonable fees and
expenses of counsel for JPMorgan, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements
of the Securities Act for such resales; and 
 (d)    in connection with the private placement of such shares by
Counterparty to JPMorgan (or any such Affiliate) and the private resale of such shares by JPMorgan (or any such Affiliate), Counterparty shall, if so requested by JPMorgan, prepare, in cooperation with JPMorgan, a private placement memorandum in
form and substance reasonably satisfactory to JPMorgan. 
 5.    JPMorgan, itself or through an Affiliate (the
“Selling Agent”) or any underwriter(s), will sell, in a commercially reasonable manner and over a commercially reasonable period, all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or
Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by Counterparty to JPMorgan pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and
continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by JPMorgan, is equal to the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale
Date”). If the proceeds of any sale(s) made by JPMorgan, the Selling Agent or any underwriter(s), net of any commercially reasonable fees and commissions (including, without limitation, underwriting or placement fees) customary for similar
transactions under the circumstances at the time of the offering, together with carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, without limitation, the covering of any over-allotment or short
position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, JPMorgan will refund, in USD, such excess to Counterparty on the date that is three (3) Currency Business
Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, JPMorgan shall return to Counterparty on that date such unsold Shares. 

6.    If the Calculation Agent determines that the Net Proceeds received from the sale of the Registered Settlement Shares
or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount (the amount in USD by which the Net Proceeds are less than the absolute value of
the Forward Cash Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination Date”), Counterparty shall on the Exchange Business Day next succeeding the
Deficiency Determination Date (the “Makewhole Notice Date”) deliver to JPMorgan, through the Selling Agent, a notice of Counterparty’s election that Counterparty shall either (i) pay an amount in cash equal to the
Shortfall on the day that is one Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty elects to deliver to JPMorgan additional Shares, then Counterparty shall deliver additional Shares in
compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first Clearance System Business Day which is also an Exchange Business Day following the Makewhole
Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such Makewhole Shares shall be sold by JPMorgan in accordance with the provisions above;
provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the sale of any Makewhole Shares is less than the absolute value of the Forward Cash Settlement Amount then Counterparty
shall, at its election, either make such cash payment or deliver to JPMorgan further Makewhole Shares until such Shortfall has been reduced to zero. 

7.    Notwithstanding the foregoing, in no event shall the aggregate number of Settlement Shares for any Transaction be
greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction under this Master Confirmation (the result of such calculation, the “Capped Number”). Counterparty
represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula: 

  
 Annex A-3 













 A – B 
  

							
	        Where	 	A	 	=	  	the number of authorized but unissued shares of Counterparty that are not reserved for future issuance on the date of the determination of the Capped Number; and
				
		 	B	 	=	  	the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all
third parties that are then currently outstanding and unexercised.

 “Reserved Shares” means initially,
[                ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation. 

If at any time, as a result of this paragraph 7, Counterparty fails to deliver to JPMorgan any Settlement Shares, Counterparty shall, to the
extent that Counterparty has at such time authorized but unissued Shares not reserved for other purposes, promptly notify JPMorgan thereof and deliver to JPMorgan a number of Shares not previously delivered as a result of this paragraph 7.
Counterparty agrees to use its best efforts to cause the number of authorized but unissued Shares to be increased, if necessary, to an amount sufficient to permit Counterparty to fulfill its obligation to deliver any Settlement Shares. 

  
 Annex A-4 













 ANNEX B 

COMMUNICATIONS PROCEDURES 

March 1, 2021 

I.    Introduction 

Domtar Corporation (“Counterparty”) and JPMorgan Chase Bank, National Association (“JPMorgan”) have adopted
these communications procedures (the “Communications Procedures”) in connection with entering into the Master Confirmation (the “Master Confirmation”), dated as of March 1, 2021, between JPMorgan and
Counterparty relating to Uncollared Accelerated Share Repurchase transactions. These Communications Procedures supplement, form part of, and are subject to the Master Confirmation. 

II.    Communications Rules 

For each Transaction, from the Trade Date for such Transaction until the date all payments or deliveries of Shares have been made with respect
to such Transaction, Counterparty and its Employees and Designees shall not engage in any Program-Related Communication with, or disclose any Material Non-Public Information to, any EDG Trading Personnel.
Except as set forth in the preceding sentence, the Master Confirmation shall not limit Counterparty and its Employees and Designees in their communication with Affiliates and Employees of JPMorgan, including, without limitation, Employees who are
EDG Permitted Contacts. 
 III.    Termination 

If, in the sole judgment of any EDG Trading Personnel or any Affiliate or Employee of JPMorgan participating in any Communication with
Counterparty or any Employee or Designee of Counterparty, such Communication would not be permitted by these Communications Procedures, such EDG Trading Personnel or Affiliate or Employee of JPMorgan shall immediately terminate such Communication.
In such case, or if such EDG Trading Personnel or Affiliate or Employee of JPMorgan determines following completion of any Communication with Counterparty or any Employee or Designee of Counterparty that such Communication was not permitted by these
Communications Procedures, such EDG Trading Personnel or such Affiliate or Employee of JPMorgan shall promptly consult with his or her supervisors and with counsel for JPMorgan regarding such Communication. If, in the reasonable judgment of
JPMorgan’s counsel following such consultation, there is more than an insignificant risk that such Communication could materially jeopardize the availability of the affirmative defenses provided in Rule
10b5-1 under the Exchange Act with respect to any ongoing or contemplated activities of JPMorgan or its Affiliates in respect of any Transaction pursuant to the Master Confirmation, it shall be an Additional
Termination Event pursuant to Section 19(a) of the Master Confirmation, with Counterparty as the sole Affected Party and all Transactions under the Master Confirmation as Affected Transactions. 

IV.    Definitions 

Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Master Confirmation. As used herein,
the following words and phrases shall have the following meanings: 
 “Communication” means any contact or communication
(whether written, electronic, oral or otherwise) between Counterparty or any of its Employees or Designees, on the one hand, and JPMorgan or any of its Affiliates or Employees, on the other hand. 

“Designee” means a person designated, in writing or orally, by Counterparty to communicate with JPMorgan on behalf of
Counterparty. 
 “EDG Permitted Contact” means any of [intentionally omitted] or any of their designees; provided
that JPMorgan may amend the list of EDG Permitted Contacts by delivering a revised list of EDG Permitted Contacts to Counterparty. 

  
 Annex B-1 













 “EDG Trading Personnel” means [intentionally omitted] and any other
Employee of the public side of the Equity Derivatives Group of JPMorgan Chase & Co.; provided that JPMorgan may amend the list of EDG Trading Personnel by delivering a revised list of EDG Trading Personnel to Counterparty; and
provided further that, for the avoidance of doubt, the persons listed as EDG Permitted Contacts are not EDG Trading Personnel. 

“Employee” means, with respect to any entity, any owner, principal, officer, director, employee or other agent or
representative of such entity, and any Affiliate of any of such owner, principal, officer, director, employee, agent or representative. 

“Material Non-Public Information” means information relating to Counterparty or the
Shares that (a) has not been widely disseminated by wire service, in one or more newspapers of general circulation, by communication from Counterparty to its shareholders or in a press release, or contained in a public filing made by
Counterparty with the Securities and Exchange Commission and (b) a reasonable investor might consider to be of importance in making an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of
illustration, information should be presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously released earnings estimates, significant expansion or curtailment of
operations, a significant increase or decline of orders, significant merger or acquisition proposals or agreements, significant new products or discoveries, extraordinary borrowing, major litigation, liquidity problems, extraordinary management
developments, purchase or sale of substantial assets and similar matters. 
 “Program-Related Communication” means any
Communication the subject matter of which relates to the Master Confirmation or any Transaction under the Master Confirmation or any activities of JPMorgan (or any of its Affiliates) in respect of the Master Confirmation or any Transaction under the
Master Confirmation. 

  
 Annex B-2