EX-10.1





 Exhibit 10.1 
  





 
 Execution Version 
  

JPMorgan Chase Bank, National Association 
 New York Branch 

383 Madison Avenue 
 New York, NY, 10179 

October 28, 2020                 

 

	To:	 Bed Bath & Beyond Inc. 



650 Liberty Avenue 
 Union, NJ
07083 
 Attention: Gustavo Arnal, Chief Financial Officer 
  

	Re:	 Master Confirmation—Uncollared Accelerated Share Repurchase 



This master confirmation (this “Master Confirmation”), dated as of October 28, 2020, is intended to set forth certain
terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between JPMorgan Chase Bank, National Association (“JPMorgan”) and Bed Bath & Beyond Inc., a New York
corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be
set forth in a Supplemental Confirmation in the form of Schedule A hereto with such changes as the parties shall agree (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of,
and be subject to this Master Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below. 

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

This Master Confirmation and each Supplemental Confirmation supplement, form a part of, and are subject to an agreement in the form of the
ISDA 2002 Master Agreement (the “Agreement”) as if JPMorgan and Counterparty had executed the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the election of New York law as the
governing law (without reference to its choice of law provisions) and (ii) the election that Multiple Transaction Payment Netting shall apply to the Transactions). 

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












 1. Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity
Definitions. Set forth below are the terms and conditions that, together with the terms and conditions set forth in the Supplemental Confirmation relating to any Transaction, shall govern such Transaction. 

 

			
	General Terms.	  	
		
	 Trade Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Buyer:
	  	Counterparty
		
	 Seller:
	  	JPMorgan
		
	 Shares:
	  	The common stock of Counterparty, par value USD 0.01 per share (Exchange symbol “BBBY”).
		
	 Exchange:
	  	The NASDAQ Global Select Market
		
	 Related Exchange(s):
	  	All Exchanges.
		
	 Prepayment/Variable Obligation:
	  	Applicable
		
	 Prepayment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Prepayment Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	Valuation.	  	
		
	 VWAP Price:
	  	For any Exchange Business Day, the Rule 10b-18 volume-weighted average price per Share on such Exchange Business Day, as published on Bloomberg Page “BBBY <Equity> AQR SEC” or
any successor page thereto at 4:15 p.m. (New York City time) (or 15 minutes following the end of any extension of the regular trading session), or, if such price is not so reported on such Exchange Business Day or if such price is manifestly
erroneous, the volume-weighted average price at which the Shares trade as reported in the composite transactions for United States exchanges and quotation systems, during the regular trading session for the Exchange on such Exchange Business Day,
excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of
trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the
requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as determined in good faith and a commercially reasonable manner by the
Calculation Agent (all such trades other than any trades described in clauses (i) to (iv) above, “Rule 10b-18 Eligible
Transactions”).



  
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	 Forward Price:
	  	For each Transaction, the arithmetic average of the VWAP Prices for all of the Exchange Business Days in the Calculation Period for such Transaction, subject to “Valuation Disruption” below.
		
	 Forward Price Adjustment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Calculation Period:
	  	For each Transaction, the period from, and including, the Calculation Period Start Date for such Transaction to, and including, the Termination Date for such Transaction.
		
	 Calculation Period Start Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Termination Date:
	  	For each Transaction, the Scheduled Termination Date for such Transaction; provided that JPMorgan shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date for all
or any part of such Transaction (an “Accelerated Termination Date”) by delivering notice (an “Accelerated Notice”) to Counterparty of any such designation prior to 6:00 p.m. (New York City time) on the Exchange
Business Day immediately following the designated Accelerated Termination Date. JPMorgan shall specify in each Acceleration Notice the portion of the Prepayment Amount that is subject to acceleration, which shall not be less than 25% of the full
Prepayment Amount unless such portion is equal to all of the then-remaining Prepayment Amount. If the portion of the Prepayment Amount that is subject to acceleration is less than the full Prepayment Amount, then the Calculation Agent shall make
appropriate technical adjustments to the terms of the Transaction to reflect the partial settlement of the Prepayment Amount (including cumulative adjustments to take into account all prior Accelerated Termination Dates).
		
	 Scheduled Termination Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below.
		
	 First Acceleration Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Valuation Disruption:
	  	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that
ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at
any time on any Scheduled Trading Day during the Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.
		
		  	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.



  
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		  	Notwithstanding anything to the contrary in the Equity Definitions, if a Disrupted Day occurs (i) in the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the
First Acceleration Date and the Scheduled Termination Date, or (ii) in the Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period, in each case, by one Scheduled Trading Day for each Disrupted Day by
delivering notice in writing to Counterparty of such postponement or extension and any related adjustments within two (2) Scheduled Trading Days of such Disrupted Day or, if earlier, the previously scheduled Scheduled Termination Date or last
day of the Settlement Valuation Period, as applicable. The Calculation Agent may also determine that (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of
determining the Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on
Rule 10b-18 Eligible Transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the VWAP Price for the relevant
Exchange Business Days during the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Forward Price or the
Settlement Price, as the case may be, with such adjustments based on the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares, and the Calculation Agent shall provide Counterparty notice of any
such adjustments promptly following any such partially Disrupted Day. Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business
Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.
		
		  	If a Disrupted Day occurs during the Calculation Period for any Transaction or the Settlement Valuation Period for any Transaction, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted
Day (a “Disruption Event”), then the Calculation Agent, in its good faith and commercially reasonable discretion, may deem such ninth Scheduled Trading Day (and each consecutive Disrupted Day thereafter) to be an Exchange Business
Day that is not a Disrupted Day and determine the 10b-18 VWAP Price for such day using its good faith and commercially reasonable estimate of the value of the Shares on such day based on the volume, historical
trading patterns and price of the Shares.



  
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	 Settlement Terms.
	  	
		
	 Settlement Procedures:
	  	For each Transaction:
		
		  	 (i) if the Number of Shares to be Delivered for such Transaction is positive, Physical
Settlement shall be applicable to such Transaction; provided that JPMorgan does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the Equity Definitions related only to the restrictions imposed by
applicable securities laws with respect to any Shares delivered by JPMorgan to Counterparty under any Transaction by virtue of Counterparty being the Issuer; or

		
		  	 (ii)  if the Number of Shares to be Delivered for such Transaction is negative, then
the Counterparty Settlement Provisions in Annex A hereto shall apply to such Transaction.

		
	 Number of Shares to be Delivered:
	  	For each Transaction, a number of Shares (rounded to the nearest whole number) equal to (a)(i) the Prepayment Amount for such Transaction, divided by (ii)(A) the Forward Price for such Transaction minus (B) the
Forward Price Adjustment Amount for such Transaction, minus (b) the number of Initial Shares delivered to Counterparty for such Transaction; provided that if the result of the calculation in clause (a)(ii) is equal to or less than
the Floor Price for such Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if clause (a)(ii) were replaced with “(ii) the Floor Price for such Transaction”. For the avoidance of doubt, if
the Forward Price Adjustment Amount for any Transaction is a negative number, clause (a)(ii) of the immediately preceding sentence shall be equal to (A) the Forward Price for such Transaction, plus (B) the absolute value of the
Forward Price Adjustment Amount.
		
	 Floor Price:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Excess Dividend Amount:
	  	For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.
		
	 Settlement Date:
	  	For each Transaction, if the Number of Shares to be Delivered for all or such portion of such Transaction being settled is positive (x) in the case of an Accelerated Termination Date, the date that is one Settlement Cycle
immediately following the date on which JPMorgan delivers notice of such Accelerated Termination Date and (y) in the case of a Termination Date occurring on the Scheduled Termination Date, the date that is one Settlement Cycle immediately
following the Termination Date, in either case, for all or such portion of such Transaction (the final Settlement Date, the “Final Settlement Date”).
		
	 Settlement Currency:
	  	USD



  
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	 Initial Share Delivery:
	  	For each Transaction, JPMorgan shall deliver a number of Shares equal to the Initial Shares for such Transaction to Counterparty on the Initial Share Delivery Date for such Transaction in accordance with Section 9.4 of the
Equity Definitions, with such Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.
		
	 Initial Share Delivery Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Initial Shares:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	Share Adjustments.	  	
		
	 Potential Adjustment Event:
	  	In addition to the events described in Section 11.2(e) of the Equity Definitions, it shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for the relevant Transaction is postponed pursuant
to “Valuation Disruption” above (including, for the avoidance of doubt, pursuant to Section 7 hereof), in which case the Calculation Agent shall, in its commercially reasonable discretion, adjust any relevant terms of such Transaction
as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such postponement, which adjustments shall solely be based upon changes in stock price, volatility, expected dividends, stock loan rate, value of any
commercially reasonable Hedge Positions in connection with the Transaction and liquidity relevant to the Shares or to such Transaction.
		
	 Excess Dividend:
	  	Any dividend or distribution on the Shares (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or any Extraordinary Dividend)
“Extraordinary Dividend” means the per Share cash dividend or distribution, or a portion thereof, declared by Counterparty on the Shares that is classified by the board of directors of Counterparty as an “extraordinary”
dividend.
		
	 Consequences of Excess Dividend:
	  	The declaration by the Issuer of any Excess Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at
JPMorgan’s election acting in good faith and a commercially reasonable manner, either (x) constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the
sole Affected Transaction or (y) result in a commercially reasonable adjustment, by the Calculation Agent, to the Floor Price as the Calculation Agent determines appropriate to preserve the fair value of such Transaction after taking into account
such Excess Dividend.



  
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	 Method of Adjustment:
	  	Calculation Agent Adjustment
		
	 Relevant Dividend Period:
	  	For each Transaction, the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such Transaction.
		
	 Relevant Dividend Period End Date:
	  	For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.
		
	 Agreement Regarding Dividends:
	  	Notwithstanding any other provision of this Master Confirmation, the Equity 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 and expected dividends as of the Trade Date.
		
	Extraordinary Events.	  	
		
	 Consequences of Merger Events:
	  	
		
	 (a) Share-for-Share:
	  	Modified Calculation Agent Adjustment



  
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	 (b) Share-for-Other:
	  	Cancellation and Payment
		
	 (c) Share-for-Combined:
	  	Component Adjustment
		
	 Tender Offer:
	  	Applicable, provided that Section 12.1(d) of the Equity Definitions shall be amended by replacing the reference to “10%” 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
	
	 Any adjustment to the terms of any Transaction hereunder and the determination of any amounts due upon
termination of any Transaction hereunder as a result of a Merger Event or Tender Offer shall be made without duplication in respect of any prior adjustment hereunder (including, without limitation, any prior adjustment pursuant to Section 11
below).

		
	 Nationalization, Insolvency or Delisting:
	  	Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares
are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or
The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any
such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
		
	 Additional Disruption Events:
	  	
		
	 (a) Change in Law:
	  	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public
announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Positions” and (iii) immediately following the word
“Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by
replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of
new regulations authorized or mandated by existing statute)”. Notwithstanding anything to the contrary in the Equity Definitions, a Change in Law described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall not
constitute a Change in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of the Equity Definitions (as if Increased Cost of Hedging were applicable with JPMorgan as the Hedging Party and
Determining Party).



  
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	 (b) Failure to Deliver:
	  	Applicable
		
	 (c) Insolvency Filing:
	  	Applicable
		
	 (d) Loss of Stock Borrow:
	  	Applicable
		
	 Maximum Stock Loan Rate:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Hedging Party:
	  	JPMorgan
		
	 Determining Party:
	  	JPMorgan
		
	 (e) Hedging Disruption:
	  	Applicable
		
	 Hedging Party:
	  	JPMorgan
		
	 Determining Party:
	  	JPMorgan
		
	 (f) Increased Cost of Stock Borrow:
	  	Applicable
		
	 Initial Stock Loan Rate:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Hedging Party:
	  	JPMorgan
		
	 Determining Party:
	  	JPMorgan
		
	 Hedging Adjustments:
	  	For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the terms of this Master Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation
Agent shall make such adjustment by reference to the effect of such event on a hypothetical equity derivatives dealer, assuming that such hypothetical equity derivatives dealer maintains a commercially reasonable Hedge Position.
		
	 Determining Party Provisions:
	  	Following any determination or calculation by the Determining Party hereunder, upon a written request by Counterparty, the Determining Party shall promptly (but in any event within three Scheduled Trading Days of the Determining
Party’s receipt of such request) provide to Counterparty a report displaying in reasonable detail the basis for such determination or calculation, as the case may be, it being understood and agreed that the Determining Party shall not be
obligated to disclose any proprietary or confidential models or any other confidential or proprietary information, in each case, used by it for such determination or calculation.
		
	 Non-Reliance/Agreements and
	  	
	 Acknowledgements Regarding Hedging Activities/Additional Acknowledgements:
	  	Applicable
		
	 2.  Calculation Agent.
	  	JPMorgan; provided that, following the occurrence of an Event of Default described in Section 5(a)(vii) of the Agreement with respect to which JPMorgan is the Defaulting Party, Counterparty shall have the right to
designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act as the Calculation Agent. Whenever the Calculation Agent is
required to act or to exercise judgment in any way with respect to any Transaction hereunder, it will do so in good faith and in a commercially reasonable manner.



  
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		  	Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent shall promptly (but in any event within three Scheduled Trading Days of the
Calculation Agent’s receipt of such request) provide to Counterparty a report displaying in reasonable detail the basis for such adjustment, determination or calculation, as the case may be, it being understood that the Calculation Agent shall
not be obligated to disclose any proprietary or confidential models or any other confidential or proprietary information, in each case, used by it for such adjustment, determination or calculation.


  

	3.	 Account Details. 



 

	 	(a)	 Account for payments to Counterparty: 



 

	 	Bank:	  



	 	ABA#:	  



	 	Acct No.:	  



	 	Beneficiary:	  



	 	Ref:	  



Account for delivery of Shares to Counterparty: 

Stock Transfer Agent: 
 Company:

 Acct No.: 
 Beneficiary: 

 

	 	(b)	 Account for payments to JPMorgan: 



 

	 	Bank:	  



	 	ABA#:	  



	 	Acct No.:	  



	 	Beneficiary:	 



	 	Ref:	 



Account for delivery of Shares to JPMorgan: 
  

 

	4.	 Offices. 



 

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



  

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



JPMorgan Chase Bank, National Association 

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

  
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	5.	 Notices. 



 

	 	(a)	 Address for notices or communications to Counterparty: 



Attention:              

Telephone No.:      

Email Address:      

With a copy to: 

Attention:             

Email Address:     
  

	 	(b)	 Address for notices or communications to JPMorgan: 



Email:     

With a copy to: 

Attention:           

Title:                  

Telephone No.: 
 Email Address:

  

	6.	 Representations, Warranties and Agreements. 



 

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


  

	 	(i)	 It is an “eligible contract participant” (as such term is defined in the Commodity Exchange Act, as
amended). 


  

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


  

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


  

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



  
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	 	(ii)	 As of the Trade Date for each Transaction hereunder, Counterparty is not engaged in any “issuer tender
offer” within the meaning of Rule 13e-4 under the Exchange Act and Counterparty is not aware of any “third-party tender offer” with respect to the Shares within the meaning of Rule 13e-1 under the Exchange Act. 


  

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



 

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


  

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


  

	 	(vi)	 Counterparty has made, and will make, all filings it determines, based on advice of counsel, are required to be
made by it with the Securities and Exchange Commission, any securities exchange or any other regulatory body with respect to each Transaction. 


  

	 	(vii)	 (A) The Shares are not, as of the Calculation Period Start Date, and (B) Counterparty will not, at any
time during any Regulation M Period (as defined below) for any Transaction, cause the Shares to be, subject to a “restricted period” (as defined in Regulation M promulgated under the Exchange Act) unless, in the case of clause (B),
Counterparty has provided written notice to JPMorgan of such restricted period not later than the Scheduled Trading Day immediately preceding the first day of such “restricted period”; Counterparty acknowledges that any such notice may
cause a Disrupted Day to occur pursuant to Section 7 hereof; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 8 hereof. Counterparty is not currently contemplating
any “distribution” (as defined in Regulation M promulgated under the Exchange Act) of Shares, or any security for which Shares are a “reference security” (as defined in Regulation M promulgated under the Exchange Act).
“Regulation M Period” means, for any Transaction, (A) the Relevant Period (as defined below) for such Transaction, (B) the Settlement Valuation Period, if any, for such Transaction and (C) the Seller Termination
Purchase Period (as defined below), if any, for such Transaction. “Relevant Period” means, for any Transaction, the period commencing on the Calculation Period Start Date for such Transaction and ending on the later of (1) the
earlier of (x) the Scheduled Termination Date and (y) the last Additional Relevant Day (as specified in the related Supplemental Confirmation) for such Transaction, or such earlier day as elected by JPMorgan and communicated to
Counterparty on such day (or, if later, the First Acceleration Date without regard to any acceleration thereof pursuant to “Special Provisions for Acquisition Transaction Announcements” below) and (2) if Section 15 hereof is
applicable to such Transaction, the date on which all deliveries owed pursuant to such Section 15 have been made. 



  
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	 	(viii)	 As of the Trade Date, the Prepayment Date and any date on which Counterparty makes a Settlement Method Election
for a Transaction, Counterparty is not, and will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and
Counterparty would be able to purchase a number of Shares with a value equal to the Prepayment Amount in compliance with the laws of the jurisdiction of Counterparty’s incorporation. 



 

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


  

	 	(x)	 Counterparty has not entered, and will not enter, into any repurchase transaction with respect to the Shares
(or any security convertible into or exchangeable for the Shares) (including, without limitation, any agreements similar to the Transactions described herein) except with JPMorgan or any of its Affiliates, where any initial hedge period, calculation
period, relevant period, settlement valuation period or seller termination purchase period (each however defined) in such other transaction is scheduled or expected to overlap at any time with any Relevant Period, any Settlement Valuation Period (if
applicable) or any Seller Termination Purchase Period (if applicable) under this Master Confirmation. In the event that the initial hedge period, relevant period, calculation period or settlement valuation period in any other transaction overlaps
with any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable) under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the
Settlement Valuation Period pursuant to “Valuation Disruption” above or any analogous provision in such other transaction, Counterparty shall use commercially reasonable efforts to promptly amend such other transaction to avoid any such
overlap. 


  

	 	(xi)	 Counterparty shall, at least one day prior to the first day of the Calculation Period, the Settlement Valuation
Period, if any, or the Seller Termination Purchase Period, if any, for any Transaction, notify JPMorgan of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception set forth in paragraph (b)(4) of Rule 10b-18 under the Exchange Act (“Rule 10b-18”) by or for Counterparty or any person that Counterparty reasonably determines is an “affiliated purchaser” (as defined in Rule 10b-18) during each
of the four calendar weeks preceding such day and during the calendar week in which such day occurs (“Rule 10b-18 purchase” and “blocks” each being used as defined in Rule 10b-18), which notice shall be substantially in the form set forth in Schedule B hereto, it being agreed that, if Counterparty shall have failed to provide such notice on a timely basis, Counterparty shall be deemed
to have provided a notice indicating there have been no such purchases, other than any such purchases made through JPMorgan or any of its Affiliates. 


  

	 	(xii)	 The assets of Counterparty do not constitute “plan assets” under the Employee Retirement Income
Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. 


  

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


  

	 	(i)	 JPMorgan agrees that, with respect to purchases of Shares by JPMorgan or any of its affiliates in connection
with its hedging activities in relation to any Transaction, JPMorgan or such affiliate will use commercially reasonable efforts, during any Settlement Valuation Period or Seller Termination Purchase Period for any Transaction, to make all purchases
of Shares in connection with such Transaction in a manner that would comply with the limitations set forth in clauses (b)(1), (b)(2), (b)(3) and (b)(4) and (c) of Rule 10b-18, as if such rule were
applicable to such purchases and 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 reasonably beyond JPMorgan’s control; provided that the foregoing agreement shall not apply to purchases made to dynamically hedge for JPMorgan’s own account or the account of
its affiliate(s) the optionality arising under a Transaction in respect of a Calculation Period (including, for the avoidance of doubt, timing optionality). Without limiting the generality of the first sentence of this Section 6(c)(i), JPMorgan
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 the Counterparty or an affiliated
purchaser 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). 



 

  
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	 	(ii)	 JPMorgan and its affiliates have implemented reasonable policies and procedures, taking into consideration the
nature of their business, designed to ensure that individuals making investment decisions related to each Transaction and the hedging thereof do not violate laws prohibiting trading on the basis of material
non-public information. 


  

	7.	 Regulatory Disruption. In the event that JPMorgan concludes, in its good faith and
commercially reasonable discretion, upon 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 JPMorgan, but provided that such policies or procedures are related to legal, regulatory, or self-regulatory issues and are generally applicable in similar situations and applied to any
Transaction hereunder in a non-discriminatory manner), for it to refrain from or decrease any market activity in which it would otherwise engage in order to establish or maintain a commercially reasonable
Hedge Position in connection with a Transaction on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation Period, JPMorgan may by written notice to Counterparty elect to deem that a Market
Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days, subject to the other provisions under “Valuation Disruption” under Section 1 above. 



 

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


  

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


  

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



 

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



  
 14 














	 	(d)	 Counterparty acknowledges and agrees that any amendment, modification or waiver of this Master Confirmation or
any Supplemental Confirmation must be effected in accordance with the requirements for the amendment of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any
such amendment, modification or waiver 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 is aware of any material non-public information regarding Counterparty or the Shares. 


  

	 	(e)	 Counterparty shall use commercially reasonable efforts to comply with the Communications Procedures attached as
Annex B hereto. 


  

	9.	 Counterparty Purchases. Counterparty or any person that Counterparty reasonably
determines is an “affiliated purchaser” (as defined in Rule 10b-18) shall not, without the prior written consent of JPMorgan, directly or indirectly (including, without limitation, by means of a
derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial
interest in a trust or limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period
(if applicable), under this Master Confirmation; provided that this Section 9 shall not apply to any (i) privately negotiated, unsolicited or off-market purchase of Shares (or any security
convertible into or exchangeable or exercisable for Shares); (ii) purchase of Shares pursuant to the issuance or exercise of any stock option or other employee benefit or similar arrangement granted to former or current employees, officers,
directors, or other affiliates of Counterparty, including the withholding and/or purchase of Shares from holders of such options or other employee benefits or similar arrangements to satisfy payment of the option exercise price (or similar
obligation) and/or satisfy tax withholding requirements in connection with the exercise of such option or other employee benefit or similar arrangement; (iii) purchase of Shares from holders of performance shares or units or restricted shares
or units to satisfy tax withholding requirements in connection with vesting; (iv) the conversion or exchange by holders of any convertible or exchangeable securities of Counterparty previously issued; (v) purchase of Shares effected by or
for a plan by an agent independent of Counterparty, in each case, to the extent that such transaction or event does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18); or (vi) purchases of Shares on behalf of any officer or director of Counterparty effected pursuant to a trading plan that complies with Rule 10b5-1 under the
Exchange Act so long as such purchases do not in the aggregate exceed, on any Exchange Business Day, 3% of the ADTV (as defined in Rule 10b-18) for the Shares. 



 

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


  

	 	(a)	 Counterparty agrees that it: 



 

	 	(i)	 will not during the period commencing on the Trade Date for any Transaction and ending on the last day of the
Relevant Period or, if applicable, the later of the last day of the Settlement Valuation Period and the last day of the Seller Termination Purchase Period, for such Transaction make, or, 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 “Merger Announcement”) unless such Merger Announcement is made prior to the opening or after the
close of the regular trading session on the Exchange for the Shares; 


  

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


  

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


  

  
 15 














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



 

	 	(c)	 Without limitation on Section 11 hereof, upon the occurrence of any Merger Announcement (whether made by
Counterparty or a third party), the Calculation Agent shall (i) suspend the Calculation Period and/or any Settlement Valuation Period and/or (ii) make commercially reasonable adjustments to the terms of any Transaction, including, without
limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount (which adjustment shall solely be based upon changes in stock price, volatility, expected dividends, stock loan rate, value of any commercially reasonable Hedge
Positions in connection with the Transaction, liquidity relevant to the Shares or to such Transaction and taking into account whether the Calculation Period had fewer Scheduled Trading Days than originally anticipated) to account for the economic
effect of such suspension on the Transaction. 


 “Merger Transaction” means any merger, acquisition or
similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act, other than, solely for purposes of this Section 10, any such transaction in which the
consideration consists solely of cash and there is no valuation period. 
  

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


  

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


  

	 	(b)	 “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition
Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding that, if
consummated, would result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that includes (as stated in such announcement), an
Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent is reasonably likely to result in an Acquisition Transaction, 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), in each case, by Counterparty or any
entity or an affiliate or agent of any entity that is (or is reasonably expected to become) party to the applicable Acquisition Transaction (any such person, a “Valid Third-Party Entity”) (it being understood and agreed that in
determining whether such party is (or is reasonably expected to become) party to the applicable Acquisition Transaction, the Calculation Agent may take into consideration the effect of the relevant announcement by such party on the Shares and/or
options relating to the Shares). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a Valid Third-Party Entity.



  

  
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	 	(c)	 “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the
definition of Merger Event shall be read with the references therein to “100%” being replaced by “25%” and references to “50%” being replaced by “75%” and without reference to the clause beginning immediately
following the definition of Reverse Merger therein to the end of such definition), Tender Offer (for purposes of this definition, the definition of Tender Offer shall be read with the reference therein to “10%” being replaced by
“25%”) or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a
recapitalization, reclassification, binding share exchange or other similar transaction with respect to Counterparty, (iv) any acquisition by Counterparty or any of its subsidiaries where the aggregate consideration transferable by Counterparty
or its subsidiaries exceeds 25% of the market capitalization of Counterparty (measured as of the relevant date of announcement), (v) any lease, exchange, transfer, disposition (including, without limitation, by way of
spin-off or distribution) of assets (including, without limitation, any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the
aggregate consideration transferable to or receivable by Counterparty or its subsidiaries exceeds 25% of the market capitalization of Counterparty (measured as of the relevant date of announcement) or (vi) any transaction in which Counterparty
or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise);
provided that, notwithstanding the foregoing, it shall not be an Acquisition Transaction if the transaction or event is solely between Counterparty and one or more of Counterparty’s wholly-owned subsidiaries, or between one or more
wholly-owned subsidiaries of Counterparty and one or more of Counterparty’s other wholly-owned subsidiaries. 


  

	12.	 Acknowledgments. 



 

	 	(a)	 The parties hereto intend for: 



 

	 	(i)	 each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy
Code and a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j),
555, 556, 560 and 561 of the Bankruptcy Code; 


  

	 	(ii)	 the Agreement to be a “master netting agreement” as defined in Section 101(38A) of the
Bankruptcy Code; 


  

	 	(iii)	 a party’s right to liquidate, terminate or accelerate any Transaction, net out or offset termination
values or payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default or Termination Event under the Agreement with respect to the other party or any Extraordinary Event that results in the termination or
cancellation of any Transaction to constitute a “contractual right” (as defined in the Bankruptcy Code); and 


  

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



 

  
 17 














	 	(b)	 Counterparty acknowledges that: 



 

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



 

	 	(ii)	 JPMorgan and its Affiliates may also be active in the market for the Shares and Share-linked transactions other
than in connection with hedging activities in relation to any Transaction; 


  

	 	(iii)	 JPMorgan shall make its own determination as to whether, when or in what manner any hedging or market
activities in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the VWAP Price; 



 

	 	(iv)	 any market activities of JPMorgan and its Affiliates with respect to the Shares may affect the market price and
volatility of the Shares, as well as the Forward Price, the VWAP Price and the Settlement Price, each in a manner that may be adverse to Counterparty; and 


  

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



 

	13.	 No Collateral, Netting or Setoff. Notwithstanding any provision of the Agreement or
any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral. Obligations under the Transactions shall not be netted, recouped or set off (including pursuant to Section 6
of the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Master Confirmation or any Supplemental Confirmation, or under any other agreement between the parties hereto, by operation of law or
otherwise, and no obligations of the parties other than under the Transactions that are Equity Contracts shall be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against obligations under any Transaction, whether
arising under the Agreement, this Master Confirmation or any Supplemental Confirmation, or under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or
recoupment. “Equity Contract” means any transaction or instrument that does not convey to JPMorgan rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of
Counterparty’s bankruptcy and is classified as equity under U.S. GAAP on Counterparty’s financial statements. 


  

	14.	 Delivery of Shares. Notwithstanding anything to the contrary herein, JPMorgan may,
by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more
than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original
Delivery Date. For the avoidance of doubt, in no event shall Counterparty be obligated to return any Shares or other securities delivered by JPMorgan pursuant to this provision. 



 

  
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	15.	 Alternative Termination Settlement. In the event that (a) an Early Termination
Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction or (b) any Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result
of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a 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 Counterparty is the Affected Party other than an Event of Default of the type described in Section 5(a)(iii), (v), (vi), (vii) 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 or 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 or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Amount”), then, in lieu of any payment of such Payment Amount, unless Counterparty
makes an election that the provisions of this Section 15 providing for the delivery of Shares or Alternative Delivery Units, as the case may be, shall not apply no later than the Early Termination Date or the date on which such Transaction is
terminated or cancelled, Counterparty or JPMorgan, as the case may be, shall deliver to the other party a number of Shares (or, in the case of a Nationalization, Insolvency or Merger Event, a number of units, each comprising the number or amount of
the securities or property that a hypothetical holder of one Share would receive in such Nationalization, Insolvency or Merger Event, as the case may be (each such unit, an “Alternative Delivery Unit”)) with a value equal to the
Payment Amount, as determined in a commercially reasonable manner by the Calculation Agent over a commercially reasonable period of time (and the parties agree that, in making such determination of value, the Calculation Agent may take into account
the market price of the Shares or Alternative Delivery Units on the Early Termination Date or the date of early cancellation or termination, as the case may be, and, if such delivery is made by JPMorgan, the prices at which JPMorgan purchases in a
commercially reasonable manner Shares or Alternative Delivery Units to fulfill its delivery obligations under this Section 15); provided that in determining the composition of any Alternative Delivery Unit, if the relevant
Nationalization, Insolvency or Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and provided further that Counterparty
acknowledges its responsibilities under federal securities laws, and, in particular, Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of any such election. If delivery of Shares or
Alternative Delivery Units, as the case may be, pursuant to this Section 15 is to be made by Counterparty, paragraphs 2 through 7 of Annex A hereto shall apply as if (A) such delivery were a settlement of such Transaction to which Net
Share Settlement applied, (B) the Cash Settlement Payment Date were the Early Termination Date or the date of early cancellation or termination, as the case may be, and (C) the Forward Cash Settlement Amount were equal to (x) zero
minus (y) the Payment Amount owed by Counterparty. If delivery of Shares or Alternative Delivery Units, as the case may be, is to be made by JPMorgan pursuant to this Section 15, the period during which JPMorgan purchases Shares or
Alternative Delivery Units to fulfill its delivery obligations under this Section 15 shall be referred to as the “Seller Termination Purchase Period.” 



 

	16.	 Calculations and Payment Date upon Early Termination. The parties acknowledge and agree that in
calculating (a) the Close-Out Amount pursuant to Section 6 of the Agreement and (b) the amount due upon cancellation or termination of any Transaction (whether in whole or in part) pursuant to Article 12 of the Equity Definitions as a result of an
Extraordinary Event, JPMorgan may in a commercially reasonable manner consider, taking into account the standards and procedures described in Section 6 of the Agreement or Article 12 of the Equity Definitions, as applicable, the following
information: (i) expected losses assuming a commercially reasonable (including, without limitation, with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss or (ii) the price, obtained or determined in a
commercially reasonable manner, at which one or more market participants would offer to sell to a hypothetical equity derivatives dealer a block of Shares equal in number to such hypothetical equity derivatives dealer’s commercially reasonable
hedge position in relation to the Transaction. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement or Article 12 of the Equity Definitions, if Counterparty elects to receive or deliver Shares or Alternative Delivery Units
in accordance with Section 15 hereof, such Shares or Alternative Delivery Units shall be delivered on the date selected by the Calculation Agent as promptly as practicable. 



 

  
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	17.	 Limit on Beneficial Ownership. Notwithstanding any other provisions hereof,
JPMorgan may not be entitled to take delivery of any Shares deliverable hereunder to the extent (but only to the extent) that, after such receipt of any Shares hereunder, the Equity Percentage would exceed 7.5%. Any purported delivery hereunder
shall be void and have no effect to the extent (but only to the extent) that, after such delivery the Equity Percentage would exceed 7.5%. If any delivery owed to JPMorgan hereunder is not made, in whole or in part, as a result of this provision,
Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Clearance System Business Day after, JPMorgan gives notice to
Counterparty that, after such delivery, the Equity Percentage would not exceed 7.5%. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that
JPMorgan and any of its affiliates or any other person subject to aggregation with JPMorgan for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of
Section 13) of which JPMorgan is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation
under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. 



 

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


  

	19.	 Additional Termination Events. 



 

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


  

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


  

	20.	 Non-confidentiality. JPMorgan and
Counterparty hereby acknowledge and agree that, subject to Section 8(e) hereof, each is authorized to disclose the tax structure and tax treatment of the transactions contemplated by this Master Confirmation and any Supplemental Confirmation to
any and all persons, without limitation of any kind, and there are no express or implied agreements, arrangements or understandings to the contrary. 


  

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



 

	22.	 Assignment and Transfer. Notwithstanding anything to the contrary in the Agreement,
JPMorgan may assign any of its rights or duties hereunder to any one or more of its Affiliates with the prior written consent of Counterparty, which consent will not be unreasonably withheld or delayed; provided that no such assignment shall
be permitted if on the date of such assignment, as a result of such assignment, Counterparty would, or there is a substantial likelihood that Counterparty would, on the next succeeding scheduled payment date (1) be required to pay an additional
amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax and no additional amount would be required to be paid in
respect of such Tax under Section 2(d)(i)(4). Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from
Counterparty, JPMorgan may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of any Transaction and any such designee may assume such
obligations. JPMorgan shall be discharged of its obligations to Counterparty only to the extent of any such performance. For the avoidance of doubt, JPMorgan hereby acknowledges that notwithstanding any such designation hereunder, to the extent any
of JPMorgan’s obligations in respect of any Transaction are not completed by its designee at or prior to the time that JPMorgan was required to perform such obligations, JPMorgan shall be obligated to continue to perform or to cause any other
of its designees to perform in respect of such obligations. 


  

  
 20 














	23.	 Amendments to the Equity Definitions. 



 

	 	(a)	 Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or
concentrative” and replacing them with the word “a material economic”; and adding the phrase “or such Transaction; provided that such event is not based on (a) an observable market, other than the market for
Counterparty’s own stock, or (b) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations” at the end of the sentence. 



 

	 	(b)	 Section 11.2(c) of the Equity Definitions is hereby amended by (i) replacing the words “a
diluting or concentrative” with “a material economic” in the fifth line thereof, (ii) adding the phrase “or such Transaction” after the words “the relevant Shares” in the same sentence, (iii) replacing
the words “diluting or concentrative” in the sixth to last line thereof with “material economic”, and (iv) deleting the phrase “(provided that no adjustments will be made to account solely for changes in volatility,
expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing it with the phrase “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, expected dividends,
stock loan rate or liquidity relative to the relevant Shares).” 


  

	 	(c)	 Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the word “event”
and replacing it with the words “corporate action by the Issuer”; (ii) deleting the words “a diluting or concentrative” and replacing them with the words “in the commercially reasonable judgement of the Calculation Agent, a
material economic effect on”; and (iii) adding the phrase “or the relevant Transaction; provided that such event is not based on (a) an observable market, other than the market for Counterparty’s own stock, or
(b) an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations” at the end of the sentence. 



 

	 	(d)	 Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line
thereof the word “or” after the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at
JPMorgan’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that Issuer.” 



 

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



 

	 	(i)	 deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection
(A) and (3) the phrase “in each case” in subsection (B); and 


  

	 	(ii)	 replacing the phrase “neither the Non-Hedging Party nor the
Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence. 


  

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



 

	 	(i)	 immediately following the word “Day” in clause (C) of the second sentence thereof, adding the
phrase “; provided that the Non-Hedging Party may elect to terminate the Transaction as of that second Scheduled Trading Day only if the Non-Hedging Party
acknowledges, in writing to the Hedging Party, its responsibilities under federal securities laws, and, in particular, Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such
election”; and 


  

	 	(ii)	 deleting clause (X) in the final sentence. 



 

  
 21 














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



 

	 	(i)	 immediately following the word “Day” in clause (C) of the second sentence thereof, adding the
phrase “; provided that the Non-Hedging Party may elect to terminate the Transaction as of that second Scheduled Trading Day only if the Non-Hedging Party
acknowledges, in writing to the Hedging Party, its responsibilities under federal securities laws, and, in particular, Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of such
election”. 


  

	24.	 Extraordinary Dividend. If Counterparty declares any Extraordinary Dividend that
has an ex-dividend date during the period commencing on the Trade Date for any Transaction and ending on the last day of the Relevant Period or, if applicable, the later of the last day of the Settlement
Valuation Period and the last day of the Seller Termination Purchase Period, for such Transaction, then prior to or on the date on which such Extraordinary Dividend is paid by Counterparty to holders of record, Counterparty shall pay to JPMorgan,
for each Transaction under this Master Confirmation, an amount in cash equal to the product of (i) the amount of such Extraordinary Dividend and (ii) the theoretical short delta number of shares, if any, as of the opening of business on
the related ex-dividend date, as determined by the Calculation Agent, required for JPMorgan to hedge its exposure to such Transaction. 



 

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



 

	26.	 Additional Tax Provision. 



 

	 	(a)	 For purposes of the Agreement, “Indemnifiable Tax” as defined in Section 14 of the Agreement
shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code (a “FATCA Withholding Tax”). 


  

	 	(b)	 Incorporation of the ISDA 2015 Section 871(m) Protocol. JPMorgan and Counterparty
hereby incorporate by reference the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015 and agree and acknowledge that the amendments and modifications contained
therein are made to this Agreement as if set forth herein. 


  

	 	(c)	 Agreements to Deliver Documents. For the purpose of Section 4(a)(i) of the Agreement, JPMorgan
agrees to deliver a completed and accurate U.S. Internal Revenue Service Form W-9 (or successor thereto) and any applicable attachments (x) promptly upon execution of this Confirmation, (y) promptly
upon reasonable demand by the other party and (z) promptly upon learning that any form previously provided has become obsolete, invalid or incorrect. 


  

	 	(d)	 Tax Documents. Section 4(a)(iii) of the Agreement is hereby amended by adding prior to the existing
text: “upon the earlier of learning that any such form or document is required or”. 


  

	 	(e)	 Change of Account. Section 2(b) of the Agreement is hereby amended by the addition of the following
after the word “delivery” in the first line thereof: “to another account in the same legal and tax jurisdiction”. 


  

  
 22 














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


  

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


  

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


  

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



 

	31.	 U.S. Resolution Stay Protocol. The parties acknowledge and agree that (i) to
the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of the Agreement, and for such
purposes the Agreement shall be deemed a Protocol Covered Agreement, JPMorgan shall be deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party; (ii) to the extent that prior to the date hereof the parties have executed a
separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are
incorporated into and form a part of the Agreement, and for such purposes the Agreement shall be deemed a Covered Agreement, JPMorgan shall be deemed a Covered Entity and Counterparty shall be deemed a Counterparty Entity; or (iii) if clause
(i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use
between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is
available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement, and for
such purposes the Agreement shall be deemed a “Covered Agreement,” JPMorgan shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the event that, after the date of the
Agreement, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between the Agreement and the terms of the Protocol, the Bilateral
Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For
purposes of this paragraph, references to “the Agreement” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be
incorporated into any related covered affiliate credit enhancements, with all references to JPMorgan replaced by references to the covered affiliate support provider. 



  
 23 














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

  

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



  
 24 













 



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

			
	Very truly yours,
	
	 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

		
	 By:
	 	 /s/ Brett Chalmers

	 Authorized Signatory

	 Name:
	 	Brett Chalmers


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

			
	BED BATH & BEYOND INC.
		
	By:	 	 /s/ Gustavo Arnal

	Authorized Signatory
	Name:	 	Gustavo Arnal













 



 
 SCHEDULE A 

FORM OF SUPPLEMENTAL CONFIRMATION 

JPMorgan Chase Bank, National Association 
 New York Branch 

383 Madison Avenue 
 New York, NY, 10179 

[__________], 20[__] 

	To:	 Bed Bath & Beyond Inc. 



650 Liberty Avenue 
 Union, NJ
07083 
 Attention:             Gustavo Arnal, Chief Financial Officer 

 

	Re:	 Supplemental Confirmation—Uncollared Accelerated Share Repurchase 



The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between JPMorgan Chase
Bank, National Association (“JPMorgan”) and Bed Bath & Beyond Inc., a New York corporation (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between
JPMorgan and Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 1. This Supplemental Confirmation supplements, forms part
of, and is subject to the Master Confirmation, dated as of October 28, 2020 (the “Master Confirmation”), between JPMorgan and Counterparty, as amended and supplemented from time to time. All provisions contained in the Master
Confirmation govern this Supplemental Confirmation except as expressly modified below. 
 2. The terms of the Transaction to which this Supplemental
Confirmation relates are as follows: 
  

			
	Trade Date:	  	[__________], 20[__]
		
	Forward Price Adjustment Amount:	  	USD [___]
		
	Calculation Period Start Date:	  	[__________], 20[__]
		
	Scheduled Termination Date:	  	[__________], 20[__]
		
	First Acceleration Date:	  	[__________], 20[__]
		
	Prepayment Amount:	  	USD [___]
		
	Prepayment Date:	  	[__________], 20[__]
		
	Initial Share Delivery Date:	  	The Prepayment Date
		
	Initial Shares:	  	[___] Shares; provided that if, in connection with the Transaction, JPMorgan is unable to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery
Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that JPMorgan is able to so borrow or otherwise acquire; provided further that if the Initial Shares are reduced as provided in
the preceding proviso, then JPMorgan shall use commercially reasonable efforts to borrow, at a stock borrow cost no greater than the Initial Stock Loan Rate, or otherwise acquire an additional number of Shares 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. All Shares delivered to Counterparty in respect of the Transaction pursuant to this paragraph shall be the “Initial
Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation.


  
 A-1 














			
	Maximum Stock Loan Rate:	  	[___] basis points per annum
		
	Initial Stock Loan Rate:	  	[___] basis points per annum
		
	Maximum Number of Shares:	  	[___] Shares
		
	Floor Price:	  	USD 0.01 per Share
		
	Termination Price:	  	USD [___] per Share
		
	Additional Relevant Days:	  	The [___] Exchange Business Days immediately following the Calculation Period.
		
	Reserved Shares:	  	Notwithstanding anything to the contrary in the Master Confirmation, as of the date of this Supplemental Confirmation, the Reserved Shares shall be equal to [___] Shares.

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

  
 A-2 













 



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

			
	Very truly yours,
	
	 JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

		
	 By:
	 	                                

	 Authorized Signatory

	 Name:
	 	


 Accepted and confirmed 
 as
of the Trade Date: 
  

			
	BED BATH & BEYOND INC.
		
	By:	 	                
	Authorized Signatory
	Name:	 	


  
 A-3 













 SCHEDULE B 

FORM OF CERTIFICATE OF RULE 10B-18 PURCHASES 

[Letterhead of Counterparty] 
 JPMorgan Chase
Bank, National Association 
 New York Branch 
 383 Madison
Avenue 
 New York, NY, 10179 
  

	Re:	 Uncollared Accelerated Share Repurchase 



Ladies and Gentlemen: 
 In connection with our
entry into the Master Confirmation, dated as of October 28, 2020, between JPMorgan Chase Bank, National Association and Bed Bath & Beyond Inc., a New York corporation, as amended and supplemented from time to time (the “Master
Confirmation”) and the Supplemental Confirmation thereto, dated as of [__________], 20[__], we hereby represent that set forth below is the total number of shares of our common stock purchased by or for us or any person that we reasonably
have determined is an affiliated purchaser in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Securities Exchange Act of 1934) pursuant to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the first day of
the [Calculation Period][Settlement Valuation Period][Seller Termination Purchase Period] (as defined in the Master Confirmation) and the week during which the first day of such [Calculation Period][Settlement Valuation Period][Seller Termination
Purchase Period] occurs. 
 Number of Shares:    __________________ 

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

Very truly yours, 
  

			
	BED BATH & BEYOND INC.
		
	By:	 	                
	Authorized Signatory
	Name:	 	


  
 B-1 













 ANNEX A 

COUNTERPARTY SETTLEMENT PROVISIONS 

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

 

			
	Settlement Currency:	  	USD
		
	Settlement Method Election:	  	Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and
(ii) the Electing Party acknowledges its responsibilities under federal securities laws, and, in particular, Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of any Settlement Method
Election.
		
	Electing Party:	  	Counterparty
		
	Settlement Method Election Date:	  	The last day of the Settlement Valuation Period.
		
	Default Settlement Method:	  	Cash Settlement
		
	Forward Cash Settlement Amount:	  	An amount equal to (a) the Number of Shares to be Delivered, multiplied by (b) the Settlement Price.
		
	Settlement Price:	  	An amount equal to the average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation.
		
	Settlement Valuation Period:	  	A number of Scheduled Trading Days selected by the Calculation Agent in its commercially reasonable discretion and notified to Counterparty in advance of the start of the Settlement Valuation Period, beginning on the Scheduled
Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the second Exchange Business Day immediately following the Termination Date.
		
	Cash Settlement:	  	If Cash Settlement is applicable, then Buyer shall pay to JPMorgan the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.
		
	Cash Settlement Payment Date:	  	The date that is one Settlement Cycle immediately following the last day of the Settlement Valuation Period.
		
	Net Share Settlement Procedures:	  	If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.

 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 (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially reasonable
illiquidity discount), in each case as commercially reasonably determined by the Calculation Agent. If all of the conditions for delivery of either Registered Settlement Shares or Unregistered Settlement Shares have not been satisfied, Cash
Settlement shall be applicable in accordance with paragraph 1 above notwithstanding Counterparty’s election of Net Share Settlement. 

  
 Annex A-1 













 3. Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above
if: 
 (a) a registration statement covering public resale of the Registered Settlement Shares by JPMorgan (the “Registration
Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to
the Registration Statement; and a printed prospectus relating to the Registered Settlement Shares (including, without limitation, any prospectus supplement thereto, the “Prospectus”) shall have been delivered to JPMorgan, in such
quantities as JPMorgan shall reasonably have requested, on or prior to the date of delivery; 
 (b) the form and content of the Registration
Statement and the Prospectus (including, without limitation, any sections describing the plan of distribution) shall be reasonably satisfactory to JPMorgan and consistent with the form and content of prospectuses used by JPMorgan in underwritten
equity offering of similar size by issuers similar to Counterparty; 
 (c) as of or prior to the date of delivery, JPMorgan and its agents
shall have been afforded a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities of similar size by issuers similar to Counterparty
(provided that prior to receiving or being granted access to any such information, JPMorgan and any such agent may be required by Counterparty to enter into a customary nondisclosure agreement with Counterparty in respect of any such due
diligence investigation) and the results of such investigation are, in the judgment of counsel to JPMorgan, sufficient for JPMorgan to conclude that it conducted a reasonable investigation within the meaning of Section 11 of the Securities Act;
and 
 (d) as of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with
JPMorgan in connection with the public resale of the Registered Settlement Shares by JPMorgan substantially similar to underwriting agreements customary for underwritten offerings of equity securities of similar size by issuers similar to
Counterparty, in form and substance reasonably satisfactory to JPMorgan, which Underwriting Agreement shall include, without limitation, reasonable and customary provisions substantially similar to those contained in such underwriting agreements
relating, without limitation, to the indemnification of, and contribution in connection with the liability of, JPMorgan and its Affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative
assurance letters for underwritten offerings of equity securities of similar size by issuers similar to Counterparty. 
 4. If Counterparty
delivers Unregistered Settlement Shares pursuant to paragraph 2 above: 
 (a) all Unregistered Settlement Shares shall be delivered to
JPMorgan (or any Affiliate of JPMorgan designated by JPMorgan) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; 

(b) as of or prior to the date of delivery, JPMorgan and any potential purchaser of any such shares from JPMorgan (or any Affiliate of JPMorgan
designated by JPMorgan) reasonably identified by JPMorgan shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities of
similar size by issuers similar to Counterparty (including, without limitation, the right to have made available to it for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by it);
provided that prior to receiving or being granted access to any such information, JPMorgan or such potential purchaser, as the case may be, may be required by Counterparty to enter into a customary nondisclosure agreement with Counterparty in
respect of any such due diligence investigation; 

  
 Annex A-2 













 (c) as of the date of delivery, Counterparty shall enter into an agreement (a
“Private Placement Agreement”) with JPMorgan (or any Affiliate of JPMorgan designated by JPMorgan) in connection with the private placement of such shares by Counterparty to JPMorgan (or any such Affiliate) and the private resale of
such shares by JPMorgan (or any such Affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size by issuers similar to Counterparty, in form and substance
commercially reasonably satisfactory to JPMorgan, which Private Placement Agreement shall include, without limitation, customary provisions substantially similar to those contained in such private placement purchase agreements relating, without
limitation, to the indemnification of, and contribution in connection with the liability of, JPMorgan and its Affiliates and Counterparty using best efforts to deliver documentation (including customary opinions, accountants’ comfort letters
and lawyers’ negative assurance letters) appropriate for private placements of equity securities of similar size by issuers similar to Counterparty, and shall provide for the payment by Counterparty of a customary portion of all commercially
reasonable and documented out-of-pocket fees and expenses of JPMorgan (and any such Affiliate) in connection with such resale, including, without limitation, all
reasonable fees and out-of-pocket expenses of counsel for JPMorgan, 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 JPMorgan (or any such Affiliate) and the private resale of such
shares by JPMorgan (or any such Affiliate), Counterparty shall, if so reasonably requested by JPMorgan, prepare, in cooperation with JPMorgan, a customary private placement memorandum in form and substance reasonably satisfactory to JPMorgan and
consistent with the form and content of private placement memoranda used by JPMorgan in private placements of equity securities of similar size by issuers similar to Counterparty. 

5. JPMorgan, itself or through an Affiliate (the “Selling Agent”) or any underwriter(s), will, in a commercially reasonable
manner, sell all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered
by Counterparty to JPMorgan pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as commercially reasonably
determined by JPMorgan, is equal to (or as close as reasonably practicable to) the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale Date”). If the proceeds of any sale(s) made by JPMorgan, the
Selling Agent or any underwriter(s), net of any commercially reasonable fees and commissions (including, without limitation, commercially reasonable underwriting or placement fees) customary for similar equity offerings of similar size by issuers
similar to Counterparty under similar 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 (the “Net Proceeds”)
exceed the absolute value of the Forward Cash Settlement Amount, JPMorgan will refund, in USD or Shares at Counterparty’s election, such excess to Counterparty on the date that is three (3) Currency Business Days following the Final Resale
Date, and, if any portion of the Settlement Shares remains unsold, JPMorgan shall return to Counterparty on that date such unsold Shares. 

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

  
 Annex A-3 













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

	 	Where    A  =	 the number of authorized but unissued shares of Counterparty that are not reserved for future issuance on the
date of the determination of the Capped Number; and 


  

	 	               B  =	 the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share
Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all third parties that are then currently outstanding and unexercised. 



“Reserved Shares” means initially, 19,000,000 Shares. The Reserved Shares may be increased or decreased in a Supplemental
Confirmation. 

  
 Annex A-4 













 ANNEX B 

COMMUNICATIONS PROCEDURES 

October 28, 2020 
 I.
Introduction 
 Bed Bath & Beyond Inc. (“Counterparty”) and JPMorgan Chase Bank, National Association
(“JPMorgan”) have adopted these communications procedures (the “Communications Procedures”) in connection with entering into the Master Confirmation (the “Master Confirmation”), dated as of
October 28, 2020, between JPMorgan and Counterparty relating to Uncollared Accelerated Share Repurchase transactions. These Communications Procedures supplement, form part of, and are subject to the Master Confirmation. 

II. Communications Rules 

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

If, in the sole judgment of any EDG Trading Personnel or any Affiliate or Employee of JPMorgan participating in any Communication with
Counterparty or any Employee or Designee of Counterparty, such Communication would not be permitted by these Communications Procedures, such EDG Trading Personnel or Affiliate or Employee of JPMorgan shall immediately terminate such Communication.
In such case, or if such EDG Trading Personnel or Affiliate or Employee of JPMorgan determines following completion of any Communication with Counterparty or any Employee or Designee of Counterparty that such Communication was not permitted by these
Communications Procedures, such EDG Trading Personnel or such Affiliate or Employee of JPMorgan shall promptly consult with his or her supervisors and with counsel for JPMorgan regarding such Communication. If, in the reasonable judgment of
JPMorgan’s counsel following such consultation (and, for the avoidance of doubt, taking into consideration the policies and procedures referenced in Section 6(c)(ii) of the Master Confirmation), there is a
non-trivial risk that such Communication could materially jeopardize the availability of the affirmative defenses provided in Rule 10b5-1 under the Exchange Act with
respect to any ongoing or contemplated activities of JPMorgan or its Affiliates in respect of any Transaction pursuant to the Master Confirmation, it shall be an Additional Termination Event pursuant to Section 19(a) of the Master Confirmation,
with Counterparty as the sole Affected Party and all Transactions under the Master Confirmation as Affected Transactions. 
 IV.
Definitions 
 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Master
Confirmation. As used herein, the following words and phrases shall have the following meanings: 
 “Communication” means
any contact or communication (whether written, electronic, oral or otherwise) between Counterparty or any of its Employees or Designees, on the one hand, and EDG Trading Personnel on the other hand, whether or not also including any other Affiliate
or Employee of JPMorgan; provided that, if JPMorgan or its Affiliates or any of their respective Employees include EDG Trading Personnel on any contact or communication (whether written, electronic, oral or otherwise) it shall not constitute
a Communication unless they expressly indicate that EDG Trading Personnel have been so included and that any further contact or communications need to be in compliance with these Communications Procedures. 

“Designee” means a person designated, in writing or orally, by Counterparty to communicate with JPMorgan on behalf of
Counterparty. 












 “EDG Permitted Contact” means any of Mr. David Aidelson,
Mr. Brett Chalmers, Mr. Elliot Chalom, Ms. Yana Chernobilsky, Mr. Ganaraj S. Hegde and Mr. Noah L. Wynkoop or any of their designees; provided that JPMorgan may amend the list of EDG Permitted Contacts by
delivering a revised list of EDG Permitted Contacts to Counterparty. 
 “EDG Trading Personnel” means Mr. Michael
Captain, Ms. Jennifer Hilibrand, Mr. Spyros Kallipolitis, Mr. Michael Tatro and any other Employee of the public side of the Equity Derivatives Group of JPMorgan Chase & Co. notified to Counterparty in writing from time to
time; provided that JPMorgan may amend the list of EDG Trading Personnel by delivering a revised list of EDG Trading Personnel to Counterparty; and provided further that, for the avoidance of doubt, the persons listed as EDG Permitted
Contacts are not EDG Trading Personnel. 
 “Employee” means, with respect to any entity, any owner, principal, officer,
director, employee or other agent or representative of such entity, and any Affiliate of any of such owner, principal, officer, director, employee, agent or representative. 

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

  
 6