Exhibit 10.1


 


Execution Version


 


	To:	Silicon Laboratories Inc.
	 	400 West Cesar Chavez
	 	Austin, TX 78701
	 	 
	From:	Goldman Sachs & Co. LLC
	 	200 West Street
	 	New York, NY 10282-2198
	 	 
	Re:	Accelerated Stock Repurchases



 


This confirmation (this “Confirmation”),
dated October 27, 2021, is intended to set forth certain terms and provisions of the Transaction (each, a “Transaction”)
entered into between Goldman Sachs & Co. LLC (“Dealer”) and Silicon Laboratories Inc. (“Counterparty”).
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 supplement, form a part of, and be subject to this Confirmation.
This Confirmation and the 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 Confirmation. This Confirmation evidences a complete binding
agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction and shall supersede all prior or contemporaneous
written or oral communications with respect thereto.


 


This Confirmation supplements,
forms a part of, and is subject to an agreement in the form of the ISDA 2002 Master Agreement (the “Agreement”) as
if Dealer and Counterparty had executed the Agreement on the date of this Confirmation (but without any Schedule), subject to New York
law (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law)
as the governing law.


 


The
Transaction shall be the sole transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty
or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist
between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement
or any other agreement to which Dealer and Counterparty are parties, the Transactions shall not be considered Transactions under, or
otherwise governed by, such existing or deemed ISDA Master Agreement , the Transaction shall not constitute a “Transaction”
or “Specified Transaction” as defined in any such existing or deemed to be existing ISDA Master Agreement, and the occurrence
of an Event of Default, Termination Event or other event under this Transaction shall not, by itself, give rise to any right or obligation
under any other ISDA Master Agreement or other agreement or deemed agreement.


 


All provisions contained
or incorporated by reference in the Agreement shall govern this Confirmation except as expressly modified herein or in the Supplemental
Confirmation.


 


If, in relation to any Transaction
to which this Confirmation relates, there is any inconsistency between the Agreement, this Confirmation, any 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 Confirmation; (iii) the Agreement and (iv) the Equity Definitions.


 


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, shall govern the Transaction.


 






     


     


    

 


General Terms:


 


	 	Trade Date:	As set forth in the related Supplemental Confirmation.
	 	 	 
		Buyer:	Counterparty.
	 	 	 
	 	Seller:	Dealer.
	 	 	 
		Shares:	Common stock, par value $0.01 per share,
                                            of Counterparty (Ticker: SLAB).
	 	 	 
		Exchange:	Nasdaq Global Select Market
	 	 	 
	 	Related Exchange(s):	All Exchanges.
	 	 	 
		Prepayment\Variable	
		Obligation:	Applicable.
	 	 	 
	 	Prepayment Amount:	As set forth in the Supplemental Confirmation.
	 	 	 
	 	Prepayment Date:	As set forth in the Supplemental Confirmation.



 


 Valuation:




 


	 	VWAP Price:	For any Exchange Business Day, a price per Share equal to the 10b-18
                                   volume weighted average price per Share for the regular trading session (including any extensions
                                   thereof) of the Exchange on such Exchange Business Day (without regard to pre-open or after hours
                                   trading outside of such regular trading session for such Exchange Business Day), as reported by Bloomberg
                                   L.P. or its successor 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 “SLAB
                                   <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
                                   and in good faith, clearly erroneous, such VWAP Price shall be as reasonably determined by the Calculation
                                   Agent in good faith and in a commercially reasonable manner. For purposes of calculating the VWAP
                                   Price, the Calculation Agent will include only those trades that are reported during 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”) (such trades, “Rule 10b-18
                                   eligible transactions”).
	 	 	 
	 	Forward Price:	The arithmetic mean (not a weighted average) of the VWAP Prices
                                      for the Calculation Dates in the Calculation Period, subject to “Valuation Disruption”
                                      below.
	 	 	 
	 	Forward Price Adjustment Amount:	As set forth in the Supplemental Confirmation.
	 	 	 
	 	Calculation Period:	The period from and including the Calculation Period Start
                                           Date to and including the Termination Date.
	 	 	 
	 	Calculation Period Start Date:	As set forth in the Supplemental Confirmation.



 






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		Termination Date:	The Scheduled
                                            Termination Date; provided that Dealer shall have the right to designate any Calculation
                                            Date on or after the First Acceleration Date to be the Termination Date (the “Accelerated
                                            Termination Date”) by delivering notice to Counterparty of any such designation
                                            prior to 8:00 p.m. New York City time on the Exchange Business Day immediately following
                                            the designated Accelerated Termination Date (the “Accelerated Termination Notice
                                            Date”).
	 	 	 
	 	Calculation Dates:	As set forth in the Supplemental Confirmation.
	 	 	 
	 	Scheduled Termination Date:	As set forth in the Supplemental
                                            Confirmation, subject to postponement as provided in “Valuation Disruption” below



 


	 	First Acceleration Date:	For each Transaction, as set forth in the 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.


 


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) on a Scheduled Trading Day that
is a Calculation Date for such Transaction, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone
the Scheduled Termination Date to the next Calculation Date, or (ii) in the Settlement Valuation Period, the Calculation Agent may
extend the Settlement Valuation Period by up to one Calculation Date for each Disrupted Day. 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 shall determine
whether (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 effected before the relevant Market Disruption Event occurred and/or after
the relevant Market Disruption Event ended, and the weighting of the VWAP Price for the relevant Calculation Dates 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 the duration
of any Market Disruption Event and the volume, historical volatility 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.






 






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		 	If a Disrupted Day
                                            occurs on a Scheduled Trading Day scheduled to be a Calculation Date during the Calculation
                                            Period or the Settlement Valuation Period, as the case may be, and each of the eight immediately
                                            following Calculation Dates is a Disrupted Day, then the Calculation Agent, in its good faith
                                            and commercially reasonable discretion, may deem such eighth scheduled Calculation Date to
                                            be an Exchange Business Day that is not a Disrupted Day and determine the VWAP Price for
                                            such eighth scheduled Calculation Date using its good faith and commercially reasonable estimate
                                            of the value of the Shares on such eighth scheduled Calculation Date based on the volume,
                                            historical volatility and price of the Shares.
	 	 	 
	 	 	The Calculation Agent shall notify the parties
                                            of the occurrence of any Disrupted Day as promptly as practicable, and shall use good faith
                                            efforts to notify the parties of any determination pursuant to these Valuation Disruption
                                            provisions no later than the Exchange Business Day immediately following the last consecutive
                                            affected Calculation Date.
	 	 	 



Settlement Terms:


 


	 	Settlement Procedures:	If the Number of Shares to be
                                            Delivered is positive, Physical Settlement shall be applicable; provided that Dealer 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 Dealer to Counterparty under any Transaction. If
                                            the Number of Shares to be Delivered is negative, then the Counterparty Settlement Provisions
                                            in Annex A shall apply.
	 	 	 
	 	Number of Shares to be Delivered:	A number of Shares equal to (x)(a) the Prepayment Amount divided by
                            (b) the Divisor Amount minus (y) the number of Initial Shares.
	 	 	 
	 	Divisor Amount:	The greater of (i) the Forward Price
                                            minus the Forward Price Adjustment Amount and (ii) $1.00.
	 	 	 
	 	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:	If the Number of Shares to be Delivered
                                            is positive, the date that is one Settlement Cycle immediately following the Termination
                                            Date; provided that with respect to any Accelerated Termination Date, the date shall be the
                                            date that falls one Settlement Cycle following the Accelerated Termination Notice Date.
	 	 	 
	 	Settlement Currency:	USD.



 






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	 	Initial Share Delivery:	Dealer
                                            shall deliver a number of Shares equal to the Initial Shares to Counterparty on the Initial
                                            Share Delivery Date in accordance with Section 9.4 of the Equity Definitions, with the
                                            Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of
                                            such Section 9.4.
	 	 	 






		Initial Share Delivery Date:	As set forth in
                                            the Supplemental Confirmation.
	 	 	 
	 	Initial Shares:	As set forth in the Supplemental Confirmation.
	 	 	 



Share Adjustments:


 


	 	Potential Adjustment Event:	Notwithstanding
                                            anything to the contrary in Section 11.2(e) of the Equity Definitions, none
                                            of the following shall constitute a Potential Adjustment Event:
                                            (i) the issuance of stock options, performance stock units or restricted stock units
                                            in or relating to the Shares to directors, officers, consultants and employees of Counterparty
                                            consistent with past practice or as otherwise publicly disclosed prior to the Trade Date
                                            in reports filed with the Securities and Exchange Commission (the “SEC”),
                                            (ii) the issuance of Shares in connection with any dividend reinvestment program of
                                            Counterparty disclosed in reports filed with the SEC, (iii) an Extraordinary
                                            Dividend, (iv) this Transaction, and (v) any Permitted OMR Transaction or Permitted
                                            Purchases (each as defined below).


 


It shall
constitute an additional Potential Adjustment Event if the Scheduled Termination Date for the 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 any such Transaction as necessary to account for the economic effect on any Transaction of such postponement.



	 	 	 
	 	Extraordinary 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) (a “Dividend”) the amount or value of which (as determined
                                            by the Calculation Agent), when aggregated with the amount or value (as determined by the
                                            Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in
                                            the same calendar quarter, exceeds the Ordinary Dividend Amount.
	 	 	 
	 	Scheduled Ex-Dividend Dates:	As set forth in the Supplemental Confirmation.



 






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		Additional Termination Event(s):	Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of
              an Extraordinary Event, the Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12
              of the Equity Definitions, an Additional Termination Event (with such terminated Transaction (or portion thereof) being
              the Affected Transaction and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections
              12.7, 12.8 and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction.
	 	 	 
	 	 	The declaration by the Issuer of:
	 	 	 
	 	 	(i) any Extraordinary Dividend, the ex-dividend
                                            date for which occurs or is scheduled to occur during the Relevant Dividend Period, and/or
	 	 	 
	 	 	(ii) 
                                            any Dividend that is not an Extraordinary Dividend, if the ex-dividend date for such Dividend
                                            for any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period
                                            will be prior to the Scheduled Ex-Dividend Date for such calendar quarter,

                                                                                 

                                                                                shall in each
                                            case constitute an Additional Termination Event, with Counterparty as the sole Affected Party
                                            and the Transactions as the Affected Transaction.

	 	 	 
	 	Ordinary Dividend Amount:	As set forth in the Supplemental Confirmation.
	 	 	 
	 	Method of Adjustment:	Calculation Agent Adjustment.
	 	 	 
	 	Agreement Regarding Dividends:	Notwithstanding any other provision of this Confirmation, the Definitions or the Agreement
               to the contrary, in calculating any adjustment pursuant to Article 11 of the Equity Definitions or any amount payable
               in respect of any termination or cancellation of the Transaction pursuant to Article 12 of the Equity Definitions
               or Section 6 of the Agreement, the Calculation Agent shall not take into account changes to any dividends since the
               Trade Date. For the avoidance of doubt, if an Early Termination Date occurs in respect of the Transaction, the amount
               payable pursuant to Section 6 of the Agreement in respect of such Early Termination Date shall be determined without
               regard to the difference between actual dividends declared (including Extraordinary Dividends) and expected dividends
               as of the Trade Date.
	 	 	 
	 	Scheduled Ex-Dividend Dates:	As set forth in the Supplemental Confirmation.



 


Extraordinary Events:


 


		Consequences of Merger Events:	 
	 	 	 
	 	(a) Share-for-Share:	Modified
                                            Calculation Agent Adjustment.
	 	 	 
	 	(b) Share-for-Other:	Cancellation
                                            and Payment.
	 	 	 
	 	(c) Share-for-Combined:	Component
                                            Adjustment.
	 	 	 
	 	Tender Offer:	Applicable; provided that Section 12.1(d) of
                                            the Equity Definitions shall be amended by replacing “10%” in the third line
                                            thereof with “25%.
	 	 	 
	 	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.



 






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		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, NYSE MKT, 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:


 


		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”
                                            and (ii) replacing the word “Shares” where it appears in clause (X) thereof
                                            with the words “Hedge Position”; 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)”.
	 	 	 
	 	Failure to Deliver:	Applicable.
	 	 	 
	 	Insolvency Filing:	Applicable.
	 	 	 
	 	Hedging Disruption:	Not Applicable.
	 	 	 
	 	Increased Cost of Hedging:	Not Applicable.
	 	 	 
	 	Loss of Stock Borrow:	Applicable.
	 	 	 
	 	Maximum Stock Loan Rate:	200 basis points per annum.
	 	 	 
	 	Increased Cost of Stock Borrow:	Applicable.
	 	 	 
	 	Initial Stock Loan Rate:	50 basis points per annum.
	 	 	 
	 	Hedging Party:	Dealer or an affiliate of Dealer that
                                            is involved in the hedging of the Transaction for all applicable Additional Disruption Events;
                                            provided that when making any determination or calculation as “Hedging Party,”
                                            Dealer shall act in good faith and in a commercially reasonable manner and shall promptly
                                            provide Counterparty with a written explanation describing in reasonable detail any determination
                                            or calculation made by it (including any quotations, market data or information from internal
                                            sources used in making such determinations, but without disclosing its proprietary models
                                            or other information that it determines in good faith is likely to be proprietary or subject
                                            to contractual, legal or regulatory obligations to not disclose such information).
	 	 	 
	 	Determining Party:	Dealer for all applicable Extraordinary
                                            Events and Additional Disruption Events; provided that when making any determination
                                            or calculation as “Determining Party,” Dealer shall act in good faith and in
                                            a commercially reasonable manner and shall promptly provide Counterparty with a written explanation
                                            describing in reasonable detail any determination or calculation made by it (including any
                                            quotations, market data or information from internal sources used in making such determinations,
                                            but without disclosing its proprietary models or other information that it determines in
                                            good faith is likely to be proprietary or subject to contractual, legal or regulatory obligations
                                            to not disclose such information).



 






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		Non-Reliance/Agreements and Acknowledgments Regarding Hedging
                              Activities/Additional Acknowledgments:	Applicable.



 


		Transfer:	Notwithstanding
                                            anything to the contrary in the Agreement, Dealer may assign, transfer and set over all rights,
                                            title and interest, powers, privileges and remedies of Dealer under any Transaction, in whole
                                            but not in part, to an Affiliate of Dealer without the consent of Counterparty if
                                            each of the Transfer Conditions is satisfied. “Transfer Conditions” means
                                            (1) such Affiliate of Dealer (A) has a long-term issuer rating by a nationally
                                            recognized credit rating agency that is equal to or better than Dealer’s rating at
                                            the time of such transfer (the “Rating Condition”) or (B) the obligations
                                            of such Affiliate will be guaranteed, pursuant to the terms of a customary guarantee used
                                            generally for similar transactions, by an entity meeting the Rating Condition or by Dealer
                                            or Dealer’s ultimate parent entity; (2) the transferee agrees in writing with
                                            Dealer and Counterparty to be bound by the terms of this Confirmation with respect to the
                                            transferred obligations; (3) at the time of such transfer, Counterparty would not, as
                                            a result of such assignment or transfer, reasonably be expected at any time either (A) to
                                            be required to pay to Dealer or such transferee an amount in respect of an Indemnifiable
                                            Tax greater than the amount Counterparty would have been required to pay to Dealer in the
                                            absence of such transfer or (B) to receive a payment from which an amount is required
                                            to be deducted or withheld for or on account of a Tax as to which no additional amount is
                                            required to be paid; (4) no Event of Default where Dealer is the Defaulting Party or
                                            Termination Event where Dealer is the sole Affected Party has occurred and is continuing
                                            at the time of the transfer, and no Event of Default or Termination Event will occur with
                                            respect to Counterparty, Dealer or the transferee as a result of such transfer; (5) if
                                            to a transferee incorporated or organized in a jurisdiction other than the United States
                                            or United Kingdom, at the time of such transfer, after giving effect thereto, Counterparty
                                            is not reasonably expected to become subject to a material adverse legal or regulatory consequence
                                            as a result of such transfer to which it would not otherwise have been subject absent such
                                            transfer; (6)  Counterparty shall incur no additional or increased costs as a result
                                            of such transfer (except the same that shall be reimbursed by Dealer and/or such transferee);
                                            and (7) Dealer shall have provided prompt written notice to Counterparty of such transfer.
	 	 	 
	 	Dealer Payment Instructions:	Chase Manhattan Bank New York
	 	 	For A/C Goldman Sachs & Co. LLC
	 	 	A/C #930-1-011483
	 	 	ABA #: 021-000021



 






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		Counterparty’s Contact Details for Purpose of Giving Notice:	Silicon Laboratories Inc.
	 	 	400 West Cesar Chavez
	 	 	Austin, Texas 78701
	 	 	Attention: Saie-Yau Hui, Treasurer
	 	 	Telephone No.: 512-532-5304
	 	 	Facsimile No.: 512-428-1550
	 	 	Email: Treasury@silabs.com



 


		Dealer’s Contact Details for
                              Purpose of Giving Notice:	Goldman
                                            Sachs & Co. LLC
	 	 	200
                                            West Street
	 	 	New
                                            York, NY 10282-2198
	 	 	Attention:
                                            Michael Voris, Equity Capital Markets
	 	 	Telephone
                                            No.: 212-902-4895
	 	 	Facsimile
                                            No.: 212-291-5027
	 	 	Email:
                                            Michael.Voris@ny.ibd.email.gs.com
	 	 	 
	 	 	With
                                            a copy to:
	 	 	Attention:
                                            Blair Seideman, Equity Capital Markets
	 	 	Telephone:
                                            212-902-0923
	 	 	Email:
                                            Blair.Seideman@ny.ibd.email.gs.com
	 	 	And
                                            email notification to the following address:
	 	 	Eq-derivs-notifications@am.ibd.gs.com



 


2.            Calculation
Agent. Dealer provided that following the occurrence of an Event of Default under Section 5(a)(vii) of the Agreement
with respect to Dealer, Counterparty shall have the right to designate a leading independent dealer in equity derivatives as the substitute
Calculation Agent for so long as such Event of Default is continuing. Whenever the Calculation Agent is called upon to make a determination,
calculation or adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an
event, the Calculation Agent shall make such determination, calculation or adjustment assuming that such dealer maintains a commercially
reasonable Hedge Position in respect of the Transaction. Following any adjustment, determination or calculation by the Calculation Agent
or the Determining Party hereunder, upon a request by Counterparty (which may be by email), the Calculation Agent or Determining Party,
as the case may be, will provide to Counterparty by email to the email address provided by Counterparty within three (3) Exchange
Business Days following receipt of such request, a report (in a commonly used file format for the storage and manipulation of financial
data but without disclosing any proprietary models of the Calculation Agent or other information that it determines in good faith is
or is 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, adjustment or calculation, as the case may be, including any assumptions used
in making such adjustment, determination or calculation. Whenever the Calculation Agent is required or permitted to exercise discretion
in any way, it will do so in good faith and in a commercially reasonable manner.


 


3.            Additional
Mutual 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:


 


(a)            Eligible
Contract Participant. It is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as amended),
and is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and
not for the benefit of any third party.


 


(b)            Accredited
Investor. Each party acknowledges that 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 (i) 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, (ii) it is an “accredited investor” as that
term is defined under Regulation D under the Securities Act and (iii) the disposition of each Transaction is restricted under this
Confirmation, the Securities Act and state securities laws.


 






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4.            Additional
Representations, Warranties and Covenants of Dealer. In addition to the representations, warranties and covenants in the Agreement,
Dealer represents, warrants and covenants to Counterparty that:


 


(a)            Material
Nonpublic Information. Dealer hereby represents and covenants to Counterparty that it has implemented policies and procedures, taking
into consideration the nature of its business, reasonably designed to prevent individuals making investment decisions related to any
Transaction from having access to material nonpublic information regarding Issuer that may be in possession of other individuals at Dealer.


 


(b)            Rule 10b-18.
With respect to purchases of Shares by Dealer in connection with any Transaction during the Calculation Period for such Transaction (other
than any purchases made by Dealer in connection with dynamic hedge adjustments of Dealer’s exposure to any Transaction as a result
of any equity optionality contained in such Transaction, including, for the avoidance of doubt, timing optionality), Dealer will use
good faith, commercially reasonable efforts to effect such purchases (i) only on the Calculation Dates and (ii) in a manner
so that, if such purchases were made by Counterparty, they would meet the requirements of Rule 10b-18(b)(2), (3) and (4), and
effect calculations in respect thereof, taking into account any applicable Securities and Exchange Commission no-action letters as appropriate
and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond
Dealer’s control. Notwithstanding the foregoing, Dealer shall not be responsible for any failure to comply with Rule 10b-18(b)(3) to
the extent any transaction that was executed (or deemed to be executed) by or on behalf of Counterparty or an “affiliated purchaser”
(as defined under Rule 10b-18) pursuant to a separate agreement is not deemed to be an “independent bid” or an “independent
transaction” for purposes of Rule 10b-18(b)(3).


 


5.            Additional
Representations, Warranties and Covenants of Counterparty. In addition to the representations, warranties and covenants in the Agreement,
Counterparty represents, warrants and covenants to Dealer that:


 


(a)            As
of the date hereof and on the Trade Date, it is not entering into such Transaction (i) on the basis of, and is not aware of, any
material non-public information with respect to the Shares, (ii) in anticipation of, in connection with, or to facilitate, a distribution
of its securities, a self tender offer or a third-party tender offer or (iii) 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).


 


(b)            Each
transaction contemplated by this Confirmation 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.


 


(c)            Without
limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither Dealer nor any of its
affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of
any Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or
ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own
Equity.


 


(d)            The
Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in Regulation
M promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction unless Counterparty
has provided written notice to Dealer 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 5 below; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth
in Section 6 below; “Regulation M Period” means, for any Transaction, (i) the Relevant Period (as defined below)
and (ii) the Settlement Valuation Period, 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 earlier of (i) the Scheduled Termination
Date and (ii) the Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such
earlier day as elected by Dealer 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).


 






    9 


     


    

 


(e)            As
of the Trade Date and the Prepayment 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”)).


 


(f)            Counterparty
is not and, after giving effect to any 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.


 


(g)            Counterparty
has not and will not enter into agreements similar to the Transactions described herein where the relevant calculation or valuation dates
in any initial hedge period, calculation period, relevant period or settlement valuation period (each however defined) in such other
transaction will coincide at any time (including as a result of extensions in such initial hedge period, calculation period, relevant
period or settlement valuation period as provided in the relevant agreements) with the Calculation Dates in any Relevant Period or, if
applicable, any Settlement Valuation Period under this Confirmation. In the event that any relevant calculation or valuation dates in
any initial hedge period, relevant period, calculation period or settlement valuation period in any other similar transaction coincides
with any Calculation Dates in any Relevant Period or, if applicable, Settlement Valuation Period under this Confirmation as a result
of any postponement of the Scheduled Termination Date or extension of the Settlement Valuation Period pursuant to “Valuation Disruption”
above, Counterparty shall promptly amend such transaction to avoid any such overlap. For the avoidance of doubt, nothing in this Section 5(g) shall
prohibit or apply to the Permitted Purchases (as defined below).


 


6.            Regulatory
Disruption. In the event that Dealer concludes, in its good faith, commercially reasonable discretion based on the 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 Dealer (provided that any such
requirements, policies or procedures are generally applicable to transactions of this nature and related to compliance with applicable
laws for Dealer and applied hereto in a non-discriminatory manner and in a consistent manner to similarly affected transactions generally)),
for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days in order to establish, maintain or unwind
commercially reasonable Hedge Positions during the Calculation Period or, if applicable, the Settlement Valuation Period, Dealer 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; provided that if such deemed Market Disruption Event is deemed to have occurred solely in response to such
related policies or procedures, such Scheduled Trading Day or Days will each be a Disrupted Day in full. Dealer shall promptly notify
Counterparty upon exercising its rights pursuant to this provision and shall subsequently notify Counterparty in writing on the Scheduled
Trading Day Dealer reasonably believes in good faith and upon the advice of counsel that it may resume its market activity.


 


7.            10b5-1
Plan. Counterparty represents, warrants and covenants to Dealer that:


 


(a)            Counterparty
is entering into this 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. For the avoidance of doubt, any Permitted OMR Transactions (as defined
below) shall not fall within the ambit of the previous sentence. Counterparty acknowledges that it is the intent of the parties that
the Transaction complies with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and each transaction
entered into under this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).


 


(b)            Counterparty
will not seek to control or influence Dealer’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3))
under any Transaction entered into under this Confirmation, including, without limitation, Dealer’s decision to enter into any
hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its
adoption and implementation of this Confirmation and the Supplemental Confirmation under Rule 10b5-1.


 



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(c)            Counterparty
acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation or the 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.


 


8.            Counterparty
Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”))
shall not, without the prior written consent of Dealer, directly or indirectly purchase any Shares (including by means of a derivative
instrument), 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)) on any Calculation Date during any Relevant
Period or, if applicable, Settlement Valuation Period, except through Dealer or pursuant to the Permitted OMR Transactions.


 


Notwithstanding the immediately
preceding paragraph or anything herein to the contrary, Counterparty may purchase Shares pursuant to any Rule 10b5-1 or Rule 10b-18
repurchase plan entered into with Dealer or an Affiliate of Dealer, so long as, on any Exchange Business Day, purchases under all Permitted
OMR Transactions do not in the aggregate exceed the Designated OMR Threshold specified in the Supplemental Confirmation for such Transaction
on such Calculation Date (a “Permitted OMR Transaction”). In addition, the preceding paragraph shall not limit (w) Counterparty’s
purchases of Shares that do not constitute “Rule 10b-18 purchases” under subparagraphs (ii) or (iii) of Rule 10b-18(a)(13),
(x) Counterparty’s purchases of Shares pursuant to employee incentive plans in connection with related equity transactions,
or the granting of Shares or options to “affiliated purchasers” (as defined in Rule 10b-18) or the ability of such affiliated
purchasers to acquire such Shares or options, in connection with the Counterparty’s compensation policies for directors, officers
and employees, (y) withholding of Shares to cover amounts payable (including tax liabilities and/or payment of exercise price) in
respect of the exercise of employee stock options or the vesting of restricted stock or stock units and (z) privately negotiated
(off-market) transactions by Counterparty, not involving any derivative instrument, to purchase Shares from existing holders of Shares
in transactions that do not result in, or relate to, purchases of Shares in the public market by such existing holders in connection
with such transactions. Purchases of Shares that are permitted by this paragraph are referred to herein as the “Permitted Purchases”).


 


9.            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 through the end of the Relevant Period or, if applicable, the Settlement Valuation
Period for any Transaction make, or, to the extent within its control, 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 “Public Announcement”) unless such
Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares, except
to the extent required by any law, rule or regulation applicable to Counterparty;


 


(ii)            shall
promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such
Public Announcement that such Public 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 Dealer 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 date of such Public Announcement that were not effected through Dealer 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 date of such Public Announcement. Such written notice shall be deemed to be a certification by Counterparty
to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify Dealer of the earlier to occur of
the completion of the relevant Merger Transaction and the completion of the vote by target shareholders.


 






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(b)           Counterparty
acknowledges that a Public Announcement may cause the terms of any Transaction to be adjusted or such Transaction to be terminated; accordingly,
Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in Section 7 above.


 


(c)            Upon
the occurrence of any Public Announcement (whether made by Counterparty or a third party), Dealer in its commercially reasonable discretion
may (i) make commercially reasonable adjustments to the terms of any Transaction to account for the economic effect on the Transaction
of such Merger Transaction, 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 changes in the price
of the Shares and volatility, stock loan rate and liquidity relevant to the Shares or to such Transaction) or (ii) if Dealer determines
that no adjustment that it could make under clause (i) would produce a commercially reasonable result, treat the occurrence of such
Public Announcement a Share-for-Other Merger Event with the Cancellation Amount 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.


 


“Merger
Transaction” means any merger, acquisition or similar transaction involving a recapitalization as referred to in Rule 10b-18(a)(13)(iv) under
the Exchange Act (after giving effect to the exclusions from such reference in clause (A) of Rule 10b-18(a)(13)(iv)).


 


10.           Special
Provisions for Acquisition Transaction Announcements. (a) If an Acquisition Transaction Announcement occurs on or prior to the
Settlement Date, then the Calculation Agent shall make such adjustments in a commercially reasonable manner, to the exercise, settlement,
payment or any other terms as the Calculation Agent determines appropriate, at such time or at multiple times as the Calculation Agent
deems appropriate (without duplication), to account for the economic effect on such Transaction of such Acquisition Transaction Announcement.


 


(b)           “Acquisition
Transaction Announcement” means (i) the announcement of an Acquisition Transaction by Counterparty or any of its subsidiaries
that is reasonably likely to be completed (provided that for such purposes, in determining whether such transaction or event is
reasonably likely to be completed, the Calculation Agent shall take into account the effect of such announcement on the market price of
the Shares or options on the Shares and, if such effect is material, shall deem such transaction or event to be reasonably likely to be
completed), (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement or a letter of intent
designed to result in an Acquisition Transaction, by Counterparty or any of its subsidiaries or any other party that is a party to such
agreement or letter of intent, (iii) the announcement by Counterparty of the intention to solicit or enter into, or to explore strategic
alternatives or other similar undertaking that include, an Acquisition Transaction, (iv) any other announcement by Counterparty or
any of its subsidiaries that in the reasonable judgment of the Calculation Agent is reasonably likely to result in an Acquisition Transaction
(provided that for such purposes, in determining whether such transaction or event is reasonably likely to be completed, the Calculation
Agent shall take into account the effect of such announcement on the market price of the Shares or options on the Shares and, if such
effect is material, shall deem such transaction or event to be reasonably likely to be completed) or (v) any announcement of any
material 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).


 


(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 “35%” and to “50%” by “65%” 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, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off
or distribution) of assets (including 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
35% of the market capitalization of Counterparty.


 






    13


     


    

 


11.           Acknowledgments.


 


(a)           The
parties hereto intend for:


 


(i)            the
Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code, a “swap agreement”
as defined in Section 101(53B) 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)(17),
362(b)(27), 362(o), 546(e), 546(g), 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 the 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 the Transaction to constitute a “contractual
right” (as defined in the Bankruptcy Code); and


 


(iv)          all
payments for, under or in connection with the 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 the Transaction, Dealer 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)           Dealer
and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in connection with
hedging activities in relation to any Transaction, including acting as agent or as principal and for its own account or on behalf of customers;


 


(iii)          Dealer
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 Dealer and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as
well as the Forward Price and VWAP Price, each in a manner that may be adverse to Counterparty; and


 


(v)           each
Transaction is a derivatives transaction in which it has granted Dealer an option; Dealer 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.


 


(c)            Counterparty:


 


(i)             is
an “institutional account” as defined in FINRA Rule 4512(c);


 


(ii)            is
capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving
a security or securities, and will exercise independent judgment in evaluating the recommendations of Dealer or its associated persons,
unless it has otherwise notified Dealer in writing; and


 






    14


     


    

 


(iii)           will
notify Dealer if any of the statements contained in clause (i) or (ii) of this Section 10(c) ceases to be true.


 


12.           Credit
Support Documents. The parties hereto acknowledge that the Transaction is not secured by any collateral that would otherwise secure
the obligations of Counterparty herein or pursuant to the Agreement.


 


13.           No
Set-off. Obligations under the Agreement shall not be subject to any Set-off by either party against any obligations of the other
party or of that other party’s affiliates. “Set-off” means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the relevant payer of an amount is entitled or subject (whether arising under
the Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer


 


14.           Delivery
of Shares. Notwithstanding anything to the contrary herein, Dealer 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.           Early
Termination. 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 the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of
an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to
be paid to holders of Shares consists solely of cash, (ii) an Announcement Event, Merger Event or Tender Offer that is within Counterparty’s
control; or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which the Counterparty
is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi) or (viii) of
the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from
an event of events outside Counterparty’s control) if either party would owe any amount to the other party pursuant to Section 6(d)(ii) of
the Agreement (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, elect to deliver or for Dealer to deliver,
as the case may be, to the other party a number of Shares (or, in the case of a 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” and, the securities or property
comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as determined by
the Calculation Agent in a commercially reasonable manner (and the parties agree that, in making such determination of value, the Calculation
Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date
of early termination and, if such delivery is made by Dealer, the prices at which Dealer purchases Shares or Alternative Delivery Property
on any Calculation Date in a commercially reasonable manner to fulfill its delivery obligations under this Section 15); provided
that in determining the composition of any Alternative Delivery Unit, if the relevant 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 make such election only if Counterparty represents and warrants to Dealer in writing on the date it notifies Dealer
of such election that, as of such date, Counterparty is not aware of any material non-public information concerning 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 such delivery
is made by Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery were a settlement of the Transaction to which
Net Share Settlement applied, the Cash Settlement Payment Date were the Early Termination Date and the Forward Cash Settlement Amount
were zero (0) minus the Payment Amount owed by Counterparty.


 


16.           Maximum
Share Delivery. Notwithstanding anything to the contrary in this Confirmation, in no event shall Dealer be required to deliver any
Shares in excess of the Maximum Number of Shares.


 






    15


     


    

 


17.           Automatic
Termination Provisions. Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination Price is specified
in the Supplemental Confirmation, then an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction
to which such Supplemental Confirmation relates as the Affected Transaction will automatically occur without any notice or action by Dealer
or Counterparty if, on three consecutive Exchange Business Days, the price of the Shares on the Exchange at any time during the regular
trading session (including any extensions thereof) of the Exchange (without regard to pre-open or after hours trading outside of such
regular trading session for each such Exchange Business Day) falls below such Termination Price, and the Exchange Business Day following
such third consecutive Exchange Business Day will be the “Early Termination Date” for purposes of the Agreement.


 


18.           Delivery
of Cash. For the avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Counterparty to deliver cash in
respect of the settlement of the Transactions contemplated by this Confirmation following payment by Counterparty of the relevant Prepayment
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).


 


19.           Claim
in Bankruptcy. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transactions
that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy.


 


20.           Tax.


 


(a)           The
parties agree that “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include (i) any tax imposed
or collected pursuant to Sections 1471 through 1474 of the 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”) or (ii) any
tax imposed on amounts treated as dividends from sources within the United States under Section 871(m) of the Code (or the United
States Treasury Regulations or other guidance issued thereunder). 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.


 


(b)           Each
party agrees to deliver to the other party one duly executed and completed United States Internal Revenue Service Form W-9, W-8BEN-E
or W-8ECI upon execution and delivery of this Agreement; promptly upon reasonable demand by the other party; and promptly upon
learning that any such Form previously provided by Counterparty has become obsolete or incorrect.


 


21.           Governing
Law; Jurisdiction.


 


(a)           The
Agreement, this Confirmation, the Supplemental Confirmation and all matters arising in connection with the Agreement, this Confirmation
and the Supplemental Confirmation shall be governed by, and construed and enforced in accordance with, the laws of the State of New York
(without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).


 


(b)           Each
party hereby irrevocably and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to this
Agreement and/or any Transaction, or for recognition and enforcement of any judgment in respect thereof, (each, “Proceedings”)
to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States
of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Confirmation, any Supplemental
Confirmation or this Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the
State of New York or the United States of America for the Southern District of New York lacks jurisdiction over the parties or the subject
matter of the Proceedings or declines to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings
are commenced by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment
rendered by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any
such court’s decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or
judgments if that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or
the U.S. Supreme Court; or (D) any suit, action or proceeding has been commenced in another jurisdiction by or against the other
party or against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under this Agreement,
this Confirmation or any Supplemental Confirmation the party (1) joins, files a claim, or takes any other action, in any such suit,
action or proceeding or (2) otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action
or proceeding having commenced in that other jurisdiction.


 






    16


     


    

 


22.           Offices.


 


(a)           The
Office of Dealer is: New York, New York.


 


(b)           The
Office of Counterparty is: Austin, Texas.


 


23.           General
Obligations Law of New York. With respect to each Transaction, (i) this Confirmation, together with the Supplemental Confirmation,
is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law
of New York (the “General Obligations Law”); and (ii) this Confirmation, together with the Supplemental Confirmation,
constitutes a prior “written contract” as set forth in Section 5-701(b)(1)(b) of the General Obligations Law, and
each party hereto intends and agrees to be bound by this Confirmation and the Supplemental Confirmation.


 


24.           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 CONFIRMATION, THE SUPPLEMENTAL CONFIRMATION, THE TRANSACTIONS
HEREUNDER AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT, THIS 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.


 


25.           Counterparts.
This 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 Confirmation by signing and delivering one or more counterparts.


 


26.           Confidentiality.
The parties agree not to issue or release any press release, articles, advertising, publicity or other matter relating to this Transaction
or mentioning or implying the name of the parties hereto or the subject matter hereof, except as may be required by law, generally accepted
accounting principles applicable to such party or as otherwise agreed to by the parties, and, in the latter case, only after providing
the other party with an opportunity to review and comment thereon. Notwithstanding the foregoing, effective from the date of commencement
of discussions concerning the Transaction, Dealer and each of its employees, representatives, or other agents may disclose to any and
all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all material documentation of
any kind (including opinions or other tax analyses) that are provided to Dealer relating to such tax treatment and tax structure. The
foregoing does not constitute an authorization to disclose the identity of any existing or future party to the Transaction or their representatives
or, except relating to any disclosure of the tax structure or tax treatment, any specific pricing terms or commercial or financial information.


 


27.           ISDA
2018 U.S. Resolution Stay Protocol. Both parties hereto have adhered to the ISDA 2018 U.S. Resolution Stay Protocol, as published
by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ISDA U.S. QFC Protocol”),
and accordingly agree that the terms of the ISDA U.S. QFC Protocol shall be incorporated into and form a part of this Agreement. For purposes
of incorporating the ISDA U.S. QFC Protocol, each party shall be deemed to have the same status as “Regulated Entity” and/or
 “Adhering Party” (as such terms are defined therein) applicable to it under the ISDA U.S. QFC Protocol and this Agreement
shall be deemed to be a “Protocol Covered Agreement” (as defined therein).


 






    17


     


    

 


28.            CARES
Act. Counterparty represents and warrants that it and any of its subsidiaries has not applied, and shall not, until after the first
date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination
of the Transaction, 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 under any program
or facility (collectively “Financial Assistance”) that (a) is established under applicable law (whether in existence
as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve
Act, as amended, and (b) (i) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement
of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Counterparty
comply with any requirement not to, or otherwise 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 Counterparty has not, as of the date specified in the
condition, made a capital distribution or will not make a capital distribution, or (ii) where the terms of the Transaction
would cause Counterparty to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively
 “Restricted Financial Assistance”); provided, that Counterparty or any of its subsidiaries may apply for Restricted
Financial Assistance if Counterparty either (a) determines based on the advice of outside counsel of national standing that the terms
of the Transaction would not cause Counterparty or any of its subsidiaries to fail to satisfy any condition for application for or receipt
or retention of such Financial Assistance based on the terms of the program or facility as of the date of such advice or (b) delivers
to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction
is permitted under such program or facility (either by specific reference to the Transaction or by general reference to transactions with
the attributes of the Transaction in all relevant respects).


 






    18


     


    

 


Counterparty hereby agrees (a) to check this Confirmation carefully
and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the
foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with
respect to any particular Transaction to which this Confirmation relates, by manually signing this Confirmation or this page hereof
as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy
to Dealer.


 


	 	Yours faithfully,




 


	 	Goldman Sachs & Co. LLC




 


	 	By:	/s/ Mike Voris
	 	 	Authorized Signatory




 


 


Agreed and Accepted By:


 


SILICON
LABORATORIES INC.


 


	By:	/s/ John Hollister	 
	 	Name:
John Hollister	 
	 	Title: Senior Vice President & Chief Financial
Officer	 




 


[signature page to the Confirmation]


 









    


     


    

 


Schedule
A


 


SUPPLEMENTAL CONFIRMATION


 


	To:	Silicon Laboratories Inc.
	 	400 West Cesar Chavez
	 	Austin, TX 78701
	 	 
	From:	Goldman
Sachs & Co. LLC
	 	 
	Subject:	Accelerated
Stock Repurchases
	 	 
	Ref. No:	[Insert Reference No.]
	 	 
	Date:	October 27,
2021




 


1.            This
Supplemental Confirmation supplements, forms part of, and is subject to the Confirmation dated October 27, 2021 (the “Confirmation”)
between Silicon Laboratories Inc. and Goldman Sachs & Co. LLC, as amended and supplemented from time to time. All provisions
contained in the Confirmation govern this Supplemental Confirmation except as expressly modified below.


 


2.             For
purposes of the Transaction, the following terms shall have the following values or meanings:


 


	Trade Date:	October 27, 2021
	 	 
	Forward Price Adjustment	
	Amount:	USD [___]
	 	 
	Calculation Period
Start Date:	[___]
	 	 
	Calculation Dates:	Each
Scheduled Trading Day in the Calculation Period or the Settlement Valuation Period, as the case may be, subject to the limitations set
forth in “Valuation Disruption” in the Master Confirmation.
	 	 
	Scheduled Termination
Date:	[___]
	 	 
	First Acceleration
Date:	[___]
	 	 
	Prepayment Amount:	USD
400,000,000
	 	 
	Prepayment Date:	[___]
	 	 
	Initial Shares:	1,738,564
Shares; provided that if, in connection with the Transaction, Dealer 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 Dealer is able to so borrow or otherwise acquire; provided that if
the Initial Shares are reduced as provided in the preceding proviso, then Dealer shall use commercially reasonable efforts to borrow or
otherwise acquire an additional number of Shares, at a cost no greater than the Initial Stock Loan Rate, equal to the shortfall in the
Initial Shares delivered on the Initial Share Delivery Date and shall deliver such additional Shares as promptly as practicable, and all
Shares so delivered shall be considered Initial Shares.




 






    A-1


     


    

 


	Initial Share Delivery Date:	[___]
	 	 
	Maximum Number of
Shares:	[___]
	 	 
	Ordinary Dividend
Amount:	USD 0.00
	 	 
	Scheduled Ex Dividend
Dates:	None
	 	 
	Termination Price:	USD
[___]
	 	 
	Additional Relevant
Day:	The Exchange Business Day immediately following the Calculation Period.
	 	 
	Designated OMR Threshold:	zero
(0)



 


3.             Counterparty
represents and warrants to Dealer 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.


 






    A-2


     


    

 


Schedule
A


 


COUNTERPARTY SETTLEMENT PROVISIONS


 


1.            The
following Counterparty Settlement Provisions shall apply to the extent indicated under the 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 Dealer in writing on the date it notifies Dealer of its election
that, as of such date, the Electing Party is not aware of any material non-public information concerning 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; provided, if the Forward Cash Settlement Amount is negative, the Default Settlement Method shall be Cash
Settlement.
	 	 
	Forward Cash Settlement	 
	Amount:	The Number of Shares to be Delivered multiplied by the Settlement Price.
	 	 
	Settlement Price:	The
arithmetic mean (and not the weighted average) of the VWAP Prices for the Calculation Dates in the Settlement Valuation Period, subject
to Valuation Disruption as specified in the Confirmation.
	 	 
	Settlement Valuation
Period:	A number of Calculation Dates required for Dealer to unwind a commercially reasonable hedge position, beginning on the Calculation
Date immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Calculation Date immediately following
the Termination Date. Dealer shall notify Counterparty of the last Calculation Date of the Settlement Valuation Period on or prior to
the Exchange Business Day immediately following such last Calculation Date.






	 	 
	Cash Settlement:	If
Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement
Payment Date.
	Cash Settlement	 
	Payment Date:	The
date one Settlement Cycle 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.



 






    


     


    

 


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 determined by the Calculation Agent in a commercially reasonable manner (which value shall, in the
case of Unregistered Settlement Shares, take into account a customary, commercially reasonable illiquidity discount resulting from the
fact that the Unregistered Settlement Shares will not be registered for resale).


 


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 Dealer (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 any prospectus supplement thereto, the “Prospectus”) shall
have been delivered to Dealer, in such quantities as Dealer 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 reasonably satisfactory to Dealer;


 


(c)            as
of or prior to the date of delivery, Dealer 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 by issuers of comparable
size to Counterparty and in the same industry as Counterparty and the results of such investigation are satisfactory to Dealer, in its
good faith discretion, subject to customary confidentiality undertakings on the part of such party; and


 


(d)           as
of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with Dealer in connection
with the public resale of the Registered Settlement Shares by Dealer substantially similar to underwriting agreements customary for underwritten
offerings of equity securities by issuers of comparable size to Counterparty and in the same industry as Counterparty, in form and substance
reasonably satisfactory to Dealer, 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, Dealer 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 Dealer (or any affiliate of Dealer designated by Dealer) 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, Dealer and any potential purchaser of any such Shares from Dealer (or any affiliate of Dealer designated
by Dealer) identified by Dealer 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 by issuers of comparable size to Counterparty and
in the same industry as Counterparty (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), subject to customary confidentiality
undertakings on the part of such party;


 






    2


     


    

 


(c)            as
of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or
any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any
such affiliate) and the private resale of such Shares by Dealer (or any such affiliate), substantially similar to private placement purchase
agreements customary for private placements of equity securities by issuers of comparable size to Counterparty and in the same industry
as Counterparty, in form and substance commercially reasonably satisfactory to Dealer based on the advice of counsel, 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, Dealer 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 out of pocket fees and expenses in connection with such resale, including
all commercially reasonable fees and expenses of outside counsel for Dealer, and shall contain customary 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 Dealer (or any such affiliate) and the private resale of such
shares by Dealer (or any such affiliate), Counterparty shall, if so requested by Dealer, prepare, in cooperation with Dealer, a private
placement memorandum in form and substance reasonably satisfactory to Dealer


 


5.             Dealer,
itself or through an affiliate (the “Selling Agent”) or any underwriter(s), will sell, in a commercially reasonable
manner, 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 Dealer
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 Dealer in a commercially reasonable manner, 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 Dealer, 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
commercially reasonable carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, but without
limitation to, 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, Dealer 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,
Dealer 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 Calculation
Date next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to Dealer, 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 two (2) Currency Business Days after the Makewhole Notice Date, or (ii) deliver additional Shares. If Counterparty
elects to deliver to Dealer 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 second Clearance System Business
Day which is also a Calculation Date following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would
have a market value on that Calculation Date equal to the Shortfall. Such Makewhole Shares shall be sold by Dealer 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 Dealer further Makewhole Shares until such Shortfall has been reduced to zero.


 






    3


     


    

 


7.             Notwithstanding
the foregoing, in no event shall the aggregate number of Settlement Shares and Makewhole Shares be greater than the Reserved Shares (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:


 


A - B


 


WhereA = the number of authorized
but unissued shares of the 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 Confirmation) with all third parties that are then currently outstanding and unexercised.


 


“Reserved
Shares” means [___] Shares.


 






    4