EX-10.1





 Exhibit 10.1 

[Dealer] 
 May [__],
2020                         
 To:
RealPage, Inc. 
 2201 Lakeside Blvd. 
 Richardson, TX
75082-4305 
 Attention:              [__________] 

Telephone No.:     [__________] 
 Facsimile
No.:      [__________] 
 Re: [Base][Additional] Call Option Transaction 

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option
transaction entered into between [Dealer] (“Dealer”) and RealPage, Inc., a Delaware corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter
agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and
Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto. 

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. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall
govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated May [___], 2020, as supplemented by the Prospectus Supplement dated May [__], 2020 (as so supplemented, the “Prospectus”) relating
to the [__% Convertible Senior Notes due 2025 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in
an aggregate initial principal amount of USD [300,000,000] (as increased by [up to]1 an aggregate principal amount of USD [45,000,000] [if and to the extent that]2[pursuant to the exercise by]3 the Underwriters (as defined herein) [exercise]4[of]5 their option to purchase additional Convertible Notes pursuant to the Underwriting Agreement (as defined herein)) pursuant to an Indenture [to
be]6 dated [__________], 2020 (the “Base Indenture”), as supplemented by a Supplemental Indenture thereto to be dated [__________], 2020 (the “Supplemental
Indenture”), between Counterparty and U.S. Bank National Association, as trustee (the Base Indenture as so supplemented, the “Indenture”). In the event of any inconsistency between the terms defined in the Prospectus, the
Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions set forth in the Indenture which are also defined
herein by reference to the Indenture and (ii) sections of the Indenture that are referred to herein will conform to the descriptions thereof in the Prospectus. If any such definitions in the Indenture or any such sections of the Indenture
differ from the descriptions thereof in the Prospectus, the descriptions thereof in the Prospectus will govern for purposes of this Confirmation. The parties further acknowledge that the Supplemental Indenture section numbers used herein are based
on the [draft of the Supplemental Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such section numbers are changed in the Supplemental Indenture as executed, the parties will amend this Confirmation in good faith to
preserve the intent of the parties]7[Supplemental Indenture as executed]8. Subject to the foregoing, references to the Base Indenture or
Supplemental Indenture herein are references to the Base Indenture or Supplemental Indenture, as the case may be, as in effect on the date of its execution, and if either the Base Indenture or the Supplemental Indenture is amended or supplemented
following 
  

	1 	 Include in the Base Call Option Confirmation. 



	2 	 Include in the Base Call Option Confirmation. 



	3 	 Include in the Additional Call Option Confirmation. 



	4 	 Include in the Base Call Option Confirmation. 



	5 	 Include in the Additional Call Option Confirmation. 



	6 	 Insert if Indenture is not completed at the time of the Confirmation. 



	7 	 Include in the Base Call Option Confirmation. Include in the Additional Call Option Confirmation if it is
executed before closing of the base deal. 



	8 	 Include in the Additional Call Option Confirmation, but only if the Additional Call Option Confirmation is
executed after closing of the base deal. 














 
such date (other than any amendment or supplement (x) pursuant to Section [__]9 of the Supplemental Indenture that, as determined by the
Calculation Agent, conforms the Supplemental Indenture to the description of Convertible Notes in the Prospectus or (y) pursuant to Section [__]10 of the Supplemental Indenture, subject, in
the case of this clause (y), to the second paragraph under “Method of Adjustment” in Section 3), any such amendment or supplement will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing. For
the purposes of the Equity Definitions, the Transaction shall be deemed to be a Share Option Transaction. 
 Each party is hereby advised,
and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this
Confirmation relates on the terms and conditions set forth below. 
 1. This Confirmation evidences a complete and binding agreement between Dealer and
Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”)
as if Dealer and Counterparty had executed an agreement in such form but without any Schedule except for (a) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine) and the election
of USD as the Termination Currency; [and] (b)(i) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Dealer with a “Threshold Amount” of three percent of the
shareholders’ equity of [Dealer] [Dealer parent]; provided that “Specified Indebtedness” shall not include obligations in respect of deposits received in the ordinary course of Dealer’s banking business, (ii) the
phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi) and (iii) the following language shall be added to the end thereof “Notwithstanding the foregoing, a
default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error or omission of an administrative or operational nature; (y) funds were available to enable the party to make
the payment when due; and (z) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.” 

In the event of any inconsistency between provisions of the Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction
to which this Confirmation relates. The parties hereby agree that no transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. If there exists any ISDA Master Agreement between Dealer and
Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master
Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement. 

2. The terms of the particular Transaction to which this Confirmation relates are as follows: 

General Terms. 

 

			
	 Trade Date:
	  	May [___], 2020
		
	 Effective Date:
	  	The second Exchange Business Day immediately prior to the Premium Payment Date
		
	 Option Style:
	  	“Modified American”, as described under “Procedures for Exercise” below

  
  

	9 	 Include cross-reference to Supplemental Indenture section permitting amendments without holder consent to
conform the Supplemental Indenture to the Description of Notes. 



	10 	 Include cross-reference to Supplemental Indenture section relating to Merger Events. 



  
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	 Option Type:
	  	Call
		
	 Buyer:
	  	Counterparty
		
	 Seller:
	  	Dealer
		
	 Shares:
	  	The common stock of Counterparty, par value USD 0.001 per share (Exchange symbol “RP”).
		
	 Number of Options:
	  	[________]12. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than
zero.
		
	 Applicable Percentage:
	  	[__]%
		
	 Option Entitlement:
	  	A number equal to the product of the Applicable Percentage and [______]13.
		
	 Strike Price:
	  	USD [______]
		
	 Cap Price:
	  	USD [______]
		
	 Premium:
	  	USD [______]
		
	 Premium Payment Date:
	  	[__________], 2020
		
	 Exchange:
	  	The NASDAQ Global Select Market
		
	 Related Exchange(s):
	  	All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such section.
		
	 Excluded Provisions:
	  	Section [___]14 and Section [___]15 of the Supplemental Indenture.
		
	 Procedures for Exercise.
	  	
		
	 Conversion Date:
	  	With respect to any conversion of a Convertible Note (other than (1) any conversion of Convertible Notes with a Conversion Date occurring prior to the Free Convertibility Date, (2) any conversion of Convertible Notes
occurring on or after the Free Convertibility Date in connection with a “Make-Whole Fundamental Change” (as defined in the Supplemental Indenture) and (3) any conversion of Convertible Notes occurring on or after the Free
Convertibility Date in connection with a “Redemption Notice” (as defined in the Supplemental

  
  

	12 	 For the Base Call Option Confirmation, this is equal to the number of Convertible Notes in principal amount of
$1,000 initially issued on the closing date for the Convertible Notes. For the Additional Call Option Confirmation, this is equal to the number of additional Convertible Notes in principal amount of $1,000. 



	13 	 Insert the initial Conversion Rate for the Convertible Notes. 



	14 	 Include cross-reference to section(s) of the Supplemental Indenture containing discretionary adjustments to the
Conversion Rate by Counterparty. 



	15 	 Include cross-reference to Supplemental Indenture section(s) dealing with make-whole adjustments to the
Conversion Rate. 



  
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		  	Indenture) (any such conversion described in (1), (2) or (3) above, an “Early Conversion”), to which the provisions of Section 9(i)(i) of this Confirmation shall apply), the date on which the Holder (as
such term is defined in the Supplemental Indenture) of such Convertible Note satisfies all of the requirements for conversion thereof as set forth in Section [___]16 of the Supplemental Indenture;
provided that if Counterparty has not delivered to Dealer a related Notice of Exercise, then in no event shall a Conversion Date be deemed to occur hereunder (and no Option shall be exercised or deemed to be exercised hereunder) with respect
to any surrender of a Convertible Note for conversion in respect of which Counterparty has elected to designate a financial institution for exchange in lieu of conversion of such Convertible Note pursuant to Section [___]17 of the Supplemental Indenture.
		
	 Free Convertibility Date:
	  	February 15, 2025
		
	 Expiration Time:
	  	The Valuation Time
		
	 Expiration Date:
	  	May 15, 2025, subject to earlier exercise.
		
	 Multiple Exercise:
	  	Applicable, as described under “Automatic Exercise” below.
		
	 Automatic Exercise:
	  	Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date, in respect of which a Notice of Conversion that is effective as to Counterparty has been
delivered by the relevant converting Holder, a number of Options equal to [(i)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (ii) the number of Options that are or are
deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated [__________], 2020 between Dealer and Counterparty (the “Base Call Option Confirmation”),]18 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance
with “Notice of Exercise” below.
		
		  	Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.
		
	 Notice of Exercise:
	  	Notwithstanding anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in

  
  

	16 	 Include cross-reference to section(s) of the Supplemental Indenture setting forth the requirements for
conversion of the Convertible Notes. 



	17 	 Include cross-reference to section of the Supplemental Indenture containing provisions for exchange in lieu of
conversion. 



	18 	 Include for Additional Call Option Confirmation only. 



  
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	    	  	order to exercise any Options relating to Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date, Counterparty must notify Dealer in writing (which, for the avoidance of doubt, may be by email)
before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date specifying the number of such Options; provided that, notwithstanding the foregoing, such notice (and the related exercise of Options
hereunder) shall be effective if given after the applicable notice deadline specified above but prior to 5:00 P.M., New York City time, on the fifth Exchange Business Day following such notice deadline, in which event the Calculation Agent shall
have the right to adjust Dealer’s delivery obligation hereunder and the Settlement Date in a commercially reasonable manner, with respect to the exercise of such Options, as appropriate to reflect the additional commercially reasonable costs
(limited to losses as a result of hedging mismatches and market losses) and expenses incurred by Dealer in connection with its hedging activities, with such adjustments made assuming that Dealer maintains commercially reasonable hedge positions
(including the unwinding of any hedge position), solely resulting from Dealer not having received such notice prior to such notice deadline (it being understood that the adjusted delivery obligation described in the preceding proviso can never be
less than zero and can never require any payment by Counterparty); provided further that if the Relevant Settlement Method for such Options is (x) Net Share Settlement and the Specified Cash Amount (as defined below) is not USD 1,000,
(y) Cash Settlement or (z) Combination Settlement, Dealer shall have received a separate notice (the “Notice of Final Settlement Method”) (which, for the avoidance of doubt, may be by email) in respect of all such Convertible
Notes before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying (1) the Relevant Settlement Method for such Options, and (2) if the settlement method for the related Convertible Notes is not Settlement in Shares or
Settlement in Cash (each as defined below), the fixed amount of cash per Convertible Note that Counterparty has elected to deliver to Holders (as such term is defined in the Supplemental Indenture) of the related Convertible Notes (the
“Specified Cash Amount”). If Counterparty fails to timely provide such Notice of Final Settlement Method, it shall be deemed to have provided a Notice of Final Settlement Method indicating that the Relevant Settlement Method is Net
Share Settlement and that the settlement method for the related Convertible Notes is the Default Settlement Method (as defined below). If Counterparty elects a Relevant Settlement Method other than Net Share Settlement in the Notice of Final
Settlement Method, the Notice of Final Settlement Method shall contain a written representation by Counterparty to Dealer that (i)


  
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		  	Counterparty is not, on the date of the Notice of Final Settlement Method, in possession of any material non-public information with respect to Counterparty or the Shares or (ii) such
election has been made pursuant to a plan in compliance with the requirements of paragraphs (c)(1)(i)(A) and (B) of rule 10b5-1 under the Exchange Act (“Rule
10b5-1”) entered into by Counterparty at a time when Counterparty was not in possession of any material non-public information with respect to Counterparty or
the Shares.
		
	 Valuation Time:
	  	At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its commercially reasonable
discretion.
		
	 Market Disruption Event:
	  	Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:
		
		  	“‘Market Disruption Event’ means, in respect of a Share, (i) a failure by the primary United States national or regional securities exchange or market on which the Shares are listed or admitted for trading to
open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. (New York City time) on any Scheduled Valid Day for the Shares for more than one half-hour period in the aggregate during regular trading
hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Shares or in any options contracts or futures contracts on any Related Exchange
relating to the Shares.”
		
	 Settlement Terms.
	  	
		
	 Settlement Method:
	  	For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement
Method, but only if Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such Option.
		
	 Relevant Settlement Method:
	  	In respect of any Option:
		
		  	 (i) if Counterparty has elected (or, in the case of the Default Settlement Method, is deemed to have elected) to settle its conversion
obligations in respect of the related Convertible Note (A) entirely in Shares pursuant to Section [__]19 of the Supplemental Indenture (together with cash in lieu of fractional Shares) (such
settlement


  
  

	19 	 Include cross-reference to section of the Supplemental Indenture containing provisions for full physical
settlement of the Convertible Notes. 



  
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	    	  	method, “Settlement in Shares”), (B) in a combination of cash and Shares pursuant to Section [__]20 of the Supplemental Indenture with a Specified Cash Amount
less than USD 1,000 (such settlement method, “Low Cash Combination Settlement”) or (C) in a combination of cash and Shares pursuant to Section [__]21 of the Supplemental
Indenture with a Specified Cash Amount equal to USD 1,000 (such settlement method, the “Default Settlement Method”), then, for each of the cases in clause (A) (Settlement in Shares), clause (B) (Low Cash Combination Settlement)
and clause (C) (Default Settlement Method), the Relevant Settlement Method for such Option shall be Net Share Settlement;
		
		  	(ii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in a combination of cash and Shares pursuant to Section [__]22 of
the Supplemental Indenture with a Specified Cash Amount greater than USD 1,000, then the Relevant Settlement Method for such Option shall be Combination Settlement; and
		
		  	(iii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note entirely in cash pursuant to Section [__]23 of the Supplemental
Indenture (such settlement method, “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement.
		
		  	Net Share Settlement: If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the
“Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant
Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable
Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option.
		
		  	 Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share


  
  

	20 	 Include cross-reference to section of the Supplemental Indenture containing provisions for combination
settlement of the Convertible Notes. 



	21 	 Include cross-reference to section of the Supplemental Indenture containing provisions for combination
settlement of the Convertible Notes. 



	22 	 Include cross-reference to section of the Supplemental Indenture containing provisions for combination
settlement of the Convertible Notes. 



	23 	 Include cross-reference to section of the Supplemental Indenture containing provisions for cash settlement of
the Convertible Notes. 



  
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		  	Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.
		
	 Combination Settlement:
	  	If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case may be, to Counterparty, on the relevant Settlement Date for each such Option:
		
		  	 (i) cash (the “Combination Settlement Cash Amount”) equal to the sum, for
each Valid Day during the Settlement Averaging Period for such Option, of (A) an amount (the “Daily Combination Settlement Cash Amount”) equal to the lesser of (1) the product of (x) the Applicable Percentage and
(y) the Specified Cash Amount minus USD 1,000 and (2) the Daily Option Value, divided by (B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation in clause (A) above
results in zero or a negative number for any Valid Day, the Daily Combination Settlement Cash Amount for such Valid Day shall be deemed to be zero; and

		
		  	 (ii)  Shares (the “Combination Settlement Share Amount”) equal to the
sum, for each Valid Day during the Settlement Averaging Period for such Option, of a number of Shares for such Valid Day (the “Daily Combination Settlement Share Amount”) equal to (A) (1) the Daily Option Value on such Valid
Day minus the Daily Combination Settlement Cash Amount for such Valid Day, divided by (2) the Relevant Price on such Valid Day, divided by (B) the number of Valid Days in the Settlement Averaging Period;
provided that if the calculation in sub-clause (A)(1) above results in zero or a negative number for any Valid Day, the Daily Combination Settlement Share Amount for such Valid Day shall be deemed to be
zero;

		
		  	provided that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y) the Combination Settlement Share Amount for such Option multiplied by the Applicable Limit Price on
the Settlement Date for such Option, exceed the Applicable Limit for such Option.
		
		  	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging
Period.
		
	 Cash Settlement:
	  	If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option,
an


  
 8 














			
		  	amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by
(ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Cash Settlement Amount for any Option exceed the Applicable Limit for such Option.
		
		  	Daily Option Value: For any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of the Relevant Price on such Valid Day and the Cap Price, less
(B) the Strike Price on such Valid Day; provided that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero. In no event will the Daily
Option Value be less than zero.
		
	 Applicable Limit:
	  	For any Option, an amount of cash equal to the Applicable Percentage multiplied by the excess of (i) the aggregate of (A) the amount of cash, if any, paid to the Holder of the related Convertible Note upon
conversion of such Convertible Note and (B) the number of Shares, if any, delivered to the Holder of the related Convertible Note upon conversion of such Convertible Note multiplied by the Applicable Limit Price on the Settlement Date
for such Option, over (ii) USD 1,000. Counterparty shall notify Dealer (which notice may, for the avoidance of doubt, be by email) of such amount of cash, if any, and number of Shares, if any, prior to the Settlement Date.
		
	 Applicable Limit Price:
	  	On any day, the opening price as displayed under the heading “Op” on Bloomberg page RP <equity> (or any successor thereto).
		
	 Valid Day:
	  	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange or, if the Shares are not then listed on the Exchange, on the principal other United States national or
regional securities exchange on which the Shares are then listed or, if the Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Shares are then listed or admitted for
trading. If the Shares are not so listed or admitted for trading, “Valid Day” means a Business Day.
		
	 Scheduled Valid Day:
	  	A day that is scheduled to be a Valid Day on the principal United States national or regional securities exchange or market on which the Shares are listed or admitted for trading. If the Shares are not so listed or admitted for
trading, “Scheduled Valid Day” means a Business Day.
		
	 Business Day:
	  	Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.


  
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	 Relevant Price:
	  	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page RP <equity> AQR (or its equivalent successor if such page is not available) in respect
of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time of the Exchange on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as
determined by the Calculation Agent in a commercially reasonable manner using, if practicable, a volume-weighted average method). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular
trading session trading hours.
		
	 Settlement Averaging Period: 
	  	For any Option and regardless of the Settlement Method applicable to such Option, the 40 consecutive Valid Days commencing on, and including, the 41st Scheduled Valid Day immediately prior to the Expiration Date.
		
	 Settlement Date:
	  	For any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such Option.
		
	 Settlement Currency:
	  	USD
		
	 Other Applicable Provisions:
	  	The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share
Settled”. “Share Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.
		
	 Representation and Agreement:
	  	 Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties
acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may
deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under
the Securities Act of 1933, as amended (the “Securities Act”)).

		
	3. Additional Terms applicable to the Transaction.	  	
		
	 Adjustments applicable to the Transaction:
	  	
		
	 Potential Adjustment Events:
	  	Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an
adjustment under the Supplemental Indenture to the “Conversion Rate” or the composition of a “unit of


  
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		  	Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Supplemental Indenture). For the
avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to
holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Supplemental Indenture of the
type referred to in the immediately preceding sentence (including, without limitation, pursuant to [the [__] sentence of the [__] paragraph of Section [__] of the Supplemental Indenture]24 or [the
[__] sentence of Section [__] of the Supplemental Indenture]25).
		
	 Method of Adjustment:
	  	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions (and, for the avoidance of doubt, subject to Section 9(x) of this Confirmation, in lieu of any adjustments pursuant
to Section 11.2(c) of the Equity Definitions), upon any Potential Adjustment Event, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment to the Convertible Notes under the Supplemental Indenture to any one or
more of the Strike Price, Number of Options and Option Entitlement.
		
		  	Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:
		
		  	 (i) if the Calculation Agent in good faith and in a commercially reasonable manner disagrees
with any adjustment to the Convertible Notes that involves an exercise of discretion by Counterparty or its board of directors (including, without limitation, pursuant to Section [___]26 of the
Supplemental Indenture, Section [__]27 of the Supplemental Indenture or any supplemental indenture entered into thereunder or in connection with any proportional adjustment or the determination of
the fair value of any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine in good faith and in a commercially reasonable manner the adjustment to be made to


  
  

	24 	 Include cross reference to provision in the Supplemental Indenture providing for pass-through of Distributed
Property, at the same time as it is received by holders of the Shares, in lieu of a Conversion Rate adjustment. 



	25 	 Include cross reference to provision in the Supplemental Indenture providing for pass-through of cash, at the
same time as it is received by holders of the Shares, in lieu of a Conversion Rate adjustment. 



	26 	 Include cross-reference to specific paragraph of the section of the Supplemental Indenture providing for
adjustments where a Conversion Rate adjustment occurs during a period over which VWAP, conversion value, settlement amount or closing price is calculated. 



	27 	 Include cross-reference to Supplemental Indenture section relating to merger events. 



  
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		  	 any one or more of the Strike Price, Number of Options and Option Entitlement; provided that, notwithstanding
the foregoing, if any Potential Adjustment Event occurs during the Settlement Averaging Period but no adjustment was made to any Convertible Note under the Supplemental Indenture because the relevant Holder (as such term is defined in the
Supplemental Indenture) was deemed to be a record owner of the underlying Shares on the related Conversion Date, then the Calculation Agent shall in good faith and in a commercially reasonable manner make an adjustment, consistent with the
methodology set forth in the Supplemental Indenture, to the terms hereof in order to account for such Potential Adjustment Event;

		
		  	 (ii)  in connection with any Potential Adjustment Event as a result of an event or
condition set forth in Section [__(_)]28 of the Supplemental Indenture or Section [__(_)]29 of the Supplemental Indenture where, in either
case, the period for determining “Y” (as such term is used in Section [__(_)] of the Supplemental Indenture) or “SP0” (as such term is used in Section [__(_)] of the
Supplemental Indenture), as the case may be, begins before Counterparty has publicly announced the event or condition giving rise to such Potential Adjustment Event, then the Calculation Agent shall, in good faith and in a commercially reasonable
manner, have the right to adjust any one or more of the Strike Price, Number of Options and Option Entitlement as appropriate to reflect commercially reasonable costs documented in reasonable detail (including, but not limited to, hedging mismatches
and market losses customary for transactions of this type) and expenses that would be incurred by Dealer assuming Dealer is maintaining a commercially reasonable hedge position (subject to the requirements set forth under Hedging Adjustments below)
as a result of such event or condition not having been publicly announced prior to the beginning of such period; and

		
		  	 (iii)  if any Potential Adjustment Event is declared and (a) the event or
condition giving rise to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned,


  
  

	28 	 Include cross-reference to section of the Supplemental Indenture providing for an adjustment to the Conversion
Rate in connection with a below-market rights, options or warrants offering. 



	29 	 Include cross-reference to section of the Supplemental Indenture providing for an adjustment to the Conversion
Rate in connection with distributions of Distributed Property. 



  
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		  	 (b) the “Conversion Rate” (as defined in the Supplemental Indenture) is otherwise not adjusted at the
time or in the manner contemplated by the relevant Dilution Adjustment Provision based on such declaration or (c) the “Conversion Rate” (as defined in the Supplemental Indenture) is adjusted as a result of such Potential Adjustment
Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “Potential Adjustment Event Change”) then, in each case, the Calculation Agent shall, in good faith and in a
commercially reasonable manner, have the right to adjust any one or more of the Strike Price, Number of Options and Option Entitlement as appropriate to reflect the commercially reasonable costs documented in reasonable detail (including, but not
limited to, hedging mismatches and market losses customary for transactions of this type) and expenses that would be incurred by Dealer assuming dealer is maintaining a commercially reasonable hedge position (subject to the requirements set forth
under Hedging Adjustments below) as a result of such Potential Adjustment Event Change.

		
	 Dilution Adjustment Provisions:
	  	Sections [___][(_), (_), (_), (_) and (_)]30 and Section [___]31 of the Supplemental Indenture.
	
	 Extraordinary Events applicable to the Transaction:

		
	 Merger Events:
	  	Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth [in the definition of “Merger Event”] in
Section [___]32 of the Supplemental Indenture.
		
	 Tender Offers:
	  	Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section [___]33 of the Supplemental Indenture.
		
	 Consequences of Merger Events/Tender Offers:
	  	Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make in a commercially reasonable manner a corresponding
adjustment in respect of any adjustment

  
  

	30 	 Include cross-reference to specific paragraphs of the section of the Supplemental Indenture containing
anti-dilution adjustments to the Conversion Rate. 



	31 	 Include cross-reference to specific paragraph of the section of the Supplemental Indenture providing for
adjustments where a Conversion Rate adjustment occurs during a period over which VWAP, conversion value, settlement amount or closing price is calculated. 



	32 	 Include cross-reference to the section of the Supplemental Indenture describing consequences of merger events.




	33 	 Include cross-reference to the section of the Supplemental Indenture describing consequences of tender offers.




  
 13 














			
		  	under the Supplemental Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options and Option Entitlement to the extent that an analogous adjustment is required to be
made pursuant to the Supplemental Indenture in respect of such Merger Event or Tender Offer, subject to the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall be made without regard
to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of
Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following such
Merger Event or Tender Offer will not be a corporation organized under the laws of the United States, any State thereof or the District of Columbia, then, in either case, subject to Section 9(l), Cancellation and Payment (Calculation Agent
Determination) may apply at Dealer’s commercially reasonable election; provided further that, for the avoidance of doubt, adjustments shall be made pursuant to the provisions set forth above regardless of whether any Merger Event or
Tender Offer gives rise to an Early Conversion.
		
	 Consequences of Announcement Events:
	  	Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, the definition of “Modified Calculation Agent Adjustment” set
forth in Section 12.3 of the Equity Definitions shall be modified in the following manner: (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer
Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced
with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”, and the words “whether within a commercially reasonable (as determined by the Calculation Agent) period of time prior to or
after the Announcement Event,” shall be inserted prior to the word “which” in the seventh line, and (z) for the avoidance of doubt, the Calculation Agent shall in a commercially reasonable manner determine whether the relevant
Announcement Event has had a material economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up to, and including, the Expiration Date, any
Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect of an Announcement Event shall


  
 14 














			
		  	take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment made pursuant to this Confirmation, the Equity Definitions or the Agreement; provided
that in no event shall the Cap Price be adjusted to be less than the Strike Price. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is
applicable.
		
	 Announcement Event:
	  	(i) The public announcement by (x) any Valid Third-Party Entity of any transaction or event that the Calculation Agent determines is reasonably likely to be completed and that, if completed, would constitute a Merger Event
or Tender Offer (it being understood and agreed that in determining whether such transaction or event is reasonably likely to be completed, the Calculation Agent shall take into consideration the effect of the relevant announcement on the Shares
and/or options relating to the Shares and, if such effect is material, shall deem such transaction or event to be reasonably likely to be completed), (y) Issuer or any subsidiary thereof of any potential acquisition or disposition by Issuer and/or
its subsidiaries where the aggregate consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”) or (z) Issuer, any subsidiary of Issuer or any Valid
Third-Party Entity of the intention to enter into a Merger Event or Tender Offer or an Acquisition Transaction (in the case of a Valid Third-Party Entity, that the Calculation Agent determines is capable, financially and otherwise, of consummating
the relevant Merger Event, Tender Offer or Acquisition Transaction, it being understood and agreed that in making such determination, the Calculation Agent shall take into consideration the effect of the relevant announcement on the Shares and/or
options relating to the Shares and, if such effect is material, shall deem such entity to be capable of consummating the relevant Merger Event, Tender Offer or Acquisition Transaction), (ii) the public announcement by Issuer of an intention to
explore strategic alternatives that may include a Merger Event or Tender Offer or an Acquisition Transaction or (iii) any subsequent public announcement by any Valid Third-Party Entity, Issuer or any subsidiary of Issuer of a change to a
transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without limitation, a new announcement, whether or not by the same party, relating to such a
transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the Calculation Agent in a commercially reasonable manner. For the avoidance of doubt,
the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude

  

  
 15 














			
		  	the occurrence of a later Announcement Event with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under
Section 12.1(b) of the Equity Definitions (but, for the avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger”
therein shall be disregarded) and (B) “Tender Offer” shall mean such term as defined under Section 12.1(d) of the Equity Definitions; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing
“10%” with “20%” in the third line thereof.
		
	 Valid Third-Party Entity:
	  	In respect of any transaction, any third party that the Calculation Agent in good faith and in a commercially reasonable manner determines has a bona fide intent to enter into or consummate such transaction (it being understood and
agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and,
if such effect is material, may deem such third party to have a bona fide intent).
		
	 Nationalization, Insolvency or Delisting:
	  	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will 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 of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the
Exchange.
		
	 Additional Disruption Events:
	  	
		
	 Change in Law:
	  	 Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase
“the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the
words “Hedge Position”, (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or
(y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”, and (iv)



  
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		  	adding the words “provided that in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied consistently by Dealer to all of its
similarly situated counterparties and/or similar transactions;” after the semi-colon in the last line thereof.
		
	 Failure to Deliver:
	  	Applicable
		
	 Hedging Disruption:
	  	Applicable; provided that:
		
		  	 (i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by
(a) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following two phrases at the end of such Section:

		
		  	 “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be
limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”; and

		
		  	 (ii)  Section 12.9(b)(iii) of the Equity Definitions is hereby amended by
inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.

		
	 Increased Cost of Hedging:
	  	Not applicable
		
	 Hedging Party:
	  	For all applicable Additional Disruption Events, Dealer.
		
	 Determining Party:
	  	For all applicable Extraordinary Events, Dealer; provided that when making any determination or calculation as “Determining Party,” Dealer shall be bound by the same obligations relating to required acts of the
Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if Determining Party were the Calculation Agent.
		
		  	Following any determination or calculation by Determining Party hereunder, upon a written request by Counterparty (which may be by email), Determining Party will promptly (but in any event within five Scheduled Trading Days) provide
to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such
determination or calculation (including any assumptions used in making such determination or calculation), it being understood that in no event will Determining Party


  
 17 














			
		  	be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such determination or calculation or any information that is subject to an
obligation not to disclose such information.
		
		  	All calculations and determinations made by Determining Party shall be made in good faith and in a commercially reasonable manner.
		
	 Non-Reliance:
	  	Applicable
		
	 Agreements and Acknowledgments Regarding Hedging Activities:
	  	Applicable
		
	 Hedging Adjustment:
	  	For the avoidance of doubt, whenever the Determining Party or Calculation Agent is permitted to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the
Determining Party or Calculation Agent, as the case may be, shall make such adjustment by reference to the effect of such event on Dealer assuming that Dealer maintains a commercially reasonable hedge position.
		
	 Additional Acknowledgments:
	  	Applicable
		
	4. Calculation Agent. 	  	Dealer; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party,
Counterparty shall have the right to designate a nationally recognized independent equity derivatives dealer to replace Dealer as the Calculation Agent, and the parties shall work in good faith to execute any appropriate documentation required by
such replacement Calculation Agent.
		
		  	Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty (which may be by email), the Calculation Agent will promptly (but in any event within five Scheduled
Trading Days) provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the
basis for such adjustment, determination or calculation (including any assumptions used in making such adjustment, determination or calculation), it being understood that in no event will the Calculation Agent be obligated to share with Counterparty
any proprietary or confidential data or information or any proprietary or confidential models used by it in making such adjustment, determination or calculation or any information that is subject to an obligation not to disclose such
information.


  
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	    	  	All calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner.

 5. Account Details. 
  

	 	(a)	 Account for payments to Counterparty: 



Bank:               [____________] 

ABA#:             [____________] 

Acct No.:         [____________] 

Beneficiary:     [____________] 

Ref:                  [____________] 

Account for delivery of Shares to Counterparty: 

[____________] 
  

	 	(b)	 Account for payments to Dealer: 



[____________] 
 [____________]

 [____________] 
 Account for
delivery of Shares from Dealer: 
 To be provided by Dealer. 

6. Offices. 
  

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



  

	 	(b)	 The Office of Dealer for the Transaction is: [____________] 



7. Notices. 
  

	 	(a)	 Address for notices or communications to Counterparty: 



[____________] 
 [____________]

 [____________] 
  

	 	(a)	 Address for notices or communications to Dealer: 



[____________] 
 [____________]

 [____________] 
 8. Representations and
Warranties. 
  

	 	(a)	 Representations and Warranties of Counterparty. Each of the representations and warranties
of Counterparty set forth in Section [__] of the Underwriting Agreement (the “Underwriting Agreement”) dated as of May [___], 2020, among Counterparty, Goldman Sachs & Co. LLC and




  
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BofA Securities, Inc., as representatives of the Underwriters party thereto (the “Underwriters”), are true and correct and are hereby deemed to be repeated to Dealer as if set
forth herein. Counterparty hereby further represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date, in lieu of the representations set forth in Section 3(a) of the Agreement, that: 


 

	 	(i)	 Counterparty has all necessary corporate power and authority to execute, deliver and perform its obligations in
respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Counterparty’s part; and this Confirmation has been duly and validly executed and delivered by Counterparty and
constitutes its valid and binding obligation, enforceable against Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. 



 

	 	(ii)	 Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of
Counterparty hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty, or any applicable law or regulation, or any order,
writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Counterparty or any of its subsidiaries is a party or by which Counterparty or any of its subsidiaries is bound or to which
Counterparty or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. 



 

	 	(iii)	 No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court
is required in connection with the execution, delivery or performance by Counterparty of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act or state securities laws.



  

	 	(iv)	 Counterparty is not and, after consummation of the transactions contemplated hereby, will not be required to
register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. 


  

	 	(v)	 Counterparty is an “eligible contract participant” (as such term is defined in Section 1a(18) of
the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). 



 

	 	(vi)	 Counterparty is not, on the date hereof, aware of any material
non-public information with respect to Counterparty or the Shares. 


  

	 	(vii)	 To the knowledge of the Counterparty, no state or local (including any
non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a
requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares (except for filings of any Form 13F, Schedule 13D or Schedule 13G under the Exchange Act); provided
that Counterparty makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a
financial institution or broker-dealer. 



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


  

	 	(ix)	 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. 


  

	 	(x)	 On each of the Trade Date, the Premium Payment Date and immediately after giving effect to the Transaction on
the Premium Payment Date, (A) the present fair market value (or present fair saleable value) of the total assets of Counterparty is not less than the total amount required to pay the probable total liabilities (including contingent liabilities)
of Counterparty as they mature and become absolute, (B) the capital of Counterparty is adequate to conduct its business in the manner described in the prospectus relating to the sale of the Convertible Notes and to enter into the Transaction,
(C) Counterparty has the ability to pay its debts and obligations as such debts mature, (D) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United
States Code) (the “Bankruptcy Code”)) and (E) Counterparty would be able to purchase the Number of Shares with respect to the Transaction in compliance with the laws of the jurisdiction of Counterparty’s incorporation
(including the adequate surplus and capital requirements of Sections 154 and 160 of the General Corporation Law of the State of Delaware). 


  

	 	(xi)	 Counterparty acknowledges that execution of this Confirmation may constitute a purchase of its equity
securities. It further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Counterparty would be required to agree to certain time-bound restrictions on its
ability to purchase its equity securities if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under section 4003(b) of the CARES Act. Counterparty further acknowledges that it may be required to agree to
certain time-bound restrictions on its ability to purchase its equity securities if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under programs or facilities established by the Board of Governors of
the Federal Reserve System for the purpose of providing liquidity to the financial system (together with loans, loan guarantees or direct loans under section 4003(b) of the CARES Act, “Governmental Financial Assistance”).
Accordingly, Counterparty represents and warrants that it and its subsidiaries have not applied for, and prior to the termination of this Confirmation has no intention to apply for Governmental Financial Assistance under any governmental program or
facility that (a) is established under the CARES Act or the Federal Reserve Act, as amended, and (b)(i) requires, as a condition of such Governmental Financial Assistance, that the Counterparty agree, attest, certify or warrant that it has not,
or otherwise be bound by law that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty, or (ii) where the terms of the Transaction would cause Counterparty under any
circumstances to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted Financial Assistance”); provided, that Counterparty may apply for Restricted Financial
Assistance if Counterparty delivers to Dealer either (a) a written opinion of counsel to the effect that the terms of the Transaction would not cause Counterparty to fail to satisfy any condition for application for or receipt or retention of
such Financial Assistance based on the terms of the program or facility as of the date of such opinion or (b) evidence of a waiver from a governmental authority with jurisdiction for such program or facility with respect to the Transaction
(either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects). 



  
 21 














	 	(b)	 Representations and Warranties of Dealer. Dealer hereby represents and warrants to Counterparty
on the date hereof and on and as of the Premium Payment Date, in lieu of the representations set forth in Section 3(a) of the Agreement, that: 


  

	 	(i)	 Dealer has all necessary corporate power and authority to execute, deliver and perform its obligations in
respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Dealer’s part; and this Confirmation has been duly and validly executed and delivered by Dealer and constitutes
its valid and binding obligation, enforceable against Dealer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies
generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and
except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. 


  

	 	(ii)	 Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of
Dealer hereunder will conflict with or result in a breach of (1) the certificate of incorporation or by-laws (or any equivalent documents) of Dealer, or (2) any applicable law or regulation, or any
order, writ, injunction or decree of any court or governmental authority or agency, or (3) any agreement or instrument to which Dealer or any of its subsidiaries is a party or by which Dealer or any of its subsidiaries is bound or to which
Dealer or any of its subsidiaries is subject, or (4) constitute a default under, or result in the creation of any lien under, any such agreement or instrument. 



 

	 	(iii)	 No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court
is required in connection with the execution, delivery or performance by Dealer of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act or state securities laws. 



 

	 	(iv)	 Dealer is an “eligible contract participant” (as such term is defined in Section 1a(18) of the
Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). 


  


	 	(v)	 On each of the Trade Date and the Premium Payment Date, Dealer is not “insolvent” (as such term is
defined under Section 101(32) of the Bankruptcy Code. 


 9. Other Provisions. 

 

	 	(a)	 Opinions. Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Premium
Payment Date, with respect to the due incorporation, existence and good standing of the Counterparty in Delaware, the due authorization, execution and delivery of this Confirmation, and, in respect of the execution, delivery and performance of this
Confirmation, the absence of any conflict with or breach of any material agreement required to be filed as an exhibit to the Counterparty’s Annual Report on Form 10-K. Delivery of such opinion to Dealer
shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement. 



  
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	 	(b)	 Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase
of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if following such repurchase, the number of outstanding Shares as determined on such day is (i) less than [__]34 million (in the case of the first such notice) or (ii) thereafter more than [__]35 million less than the number of Shares included in the
immediately preceding Repurchase Notice. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an
“Indemnified Person”) from and against any and all commercially reasonable losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of the risk of becoming, a
Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments,
liabilities and expenses (including reasonable attorney’s fees of one outside counsel in each relevant jurisdiction), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide
Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any commercially reasonable out-of-pocket legal or other expenses incurred (and supported by invoices or other documentation setting forth in reasonable detail such expenses) in connection with investigating, preparing for, providing
testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person
as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with this paragraph, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person,
shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the commercially reasonable fees and expenses of such counsel
related to such proceeding. Counterparty shall not be liable to the extent that the Indemnified Person fails to notify Counterparty within a commercially reasonable period of time after any action is commenced against it in respect of which
indemnity may be sought hereunder. In addition, Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any commercially reasonable loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written
consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought
hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such
Indemnified Person. Counterparty shall not be liable for any losses, claims, damages or liabilities (or expenses relating thereto) of any Indemnified Person that result from the bad faith, gross negligence, willful misconduct or fraud of such
Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not
exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and
effect regardless of the termination of the Transaction. 


  

	34 	 Insert the number of Shares outstanding that would cause Dealer’s current position in the Shares
underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with
Counterparty) to increase by 0.5%. To be based on Dealer with highest Applicable Percentage. 



	35 	 Insert the number of Shares that, if repurchased, would cause Dealer’s current position in the Shares
underlying the Transaction (including the number of Shares underlying any additional transaction if the greenshoe is exercised in full, and any Shares under pre-existing call option transactions with
Counterparty) to increase by a further 0.5% from the threshold for the first Repurchase Notice. To be based on Dealer with highest Applicable Percentage. 



  
 23 














	 	(c)	 Regulation M. Counterparty is not on the Trade Date engaged in a distribution, as such term is
used in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of any securities of Counterparty, other than (i) a distribution meeting the requirements of the exception set forth in Rules
101(b)(10) and 102(b)(7) of Regulation M, (ii) the distribution of the Convertible Notes and (iii) the concurrent distribution of common stock as of the Trade Date. Counterparty shall not, until the second Scheduled Trading Day immediately
following the Effective Date, engage in any such distribution. 


  

	 	(d)	 No Manipulation. Counterparty is not entering into the Transaction to create actual or apparent
trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange
Act. 


  

	 	(e)	 Transfer or Assignment. 



 

	 	(i)	 Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to
all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not
limited, to the following conditions: 


  

	 	(A)	 With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification
obligations pursuant to Section 9(b) or any obligations under Section 9(n) or 9(s) of this Confirmation; 


  

	 	(B)	 Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as
defined in the Internal Revenue Code of 1986, as amended) (the “Revenue Code”); 


  

	 	(C)	 Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third
party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and
execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are reasonably requested and reasonably satisfactory to Dealer; 



 

	 	(D)	 Dealer will not, as a result of such transfer and assignment, be required to pay the transferee on any payment
date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment; 



 

	 	(E)	 An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such
transfer and assignment; 


  

	 	(F)	 Without limiting the generality of clause (B), Counterparty shall cause the transferee to make such Payee Tax
Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and




  
 24 














	 	(G)	 Counterparty shall be responsible for all reasonable costs and expenses, including reasonable counsel fees,
incurred by Dealer in connection with such transfer or assignment. 


  

	 	(ii)	 Dealer may transfer or assign (a “Transfer”) all or any part of its rights or obligations
under the Transaction (A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or
(2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer or its ultimate parent generally for similar transactions, by Dealer or its ultimate parent (provided that in
connection with any Transfer pursuant to clause (A)(2) hereof, the guarantee of any guarantor of the relevant transferee’s obligations under the Transaction shall constitute a Credit Support Document under the Agreement) or (B) with
Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives and that has a long-term issuer rating
equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor
(“S&P”), or A3 by Moody’s Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating
agency mutually agreed by Counterparty and Dealer; provided that, in the case of any Transfer (I) such a Transfer shall not occur unless an Event of Default, Potential Event of Default or Termination Event will not occur as a result of
such Transfer; (II) at the time of such Transfer either (i) each of Dealer and the transferee in any such Transfer is a “dealer in securities” within the meaning of Section 475(c)(1) of the Revenue Code or (ii) the
Transfer does not result in a deemed exchange by Counterparty within the meaning of Section 1001 of the Revenue Code; and (III) after any such Transfer (a) Counterparty will not, as a result of any withholding or deduction made by the
transferee or assignee as a result of any Tax, receive from the transferee or assignee on any payment date or delivery date (after accounting for amounts paid by the transferee or assignee under Section 2(d)(i)(4) of the Agreement as well as
such withholding or deduction) an amount or a number of Shares, as applicable, lower than the amount or the number of Shares, as applicable, that Dealer would have been required to pay or deliver to Counterparty in the absence of such Transfer
(except to the extent such lower amount or number results from a change in law after the date of such Transfer), and (b) Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation
as may be reasonably requested by Counterparty to permit Counterparty to make any necessary determinations pursuant to clause (III)(a) of this proviso; provided further that Dealer shall promptly provide written notice to Counterparty
following such Transfer. If at any time at which (A) the Section 16 Percentage exceeds 7.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such
condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Options to a third party on pricing terms
reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the
Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction,
a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the number of
Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of




  
 25 














	 	
doubt, the provisions of Section 9(l) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The
“Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to
aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to
be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and
regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as
a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to
Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of
Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares
(“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its
reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining
prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of
Shares outstanding. 

  

	 	(iii)	 Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to
purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or
to make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent
of any such performance. 


  

	 	(f)	 Staggered Settlement. If upon advice of counsel with respect to applicable legal and regulatory
requirements, including any requirements relating to Dealer’s commercially reasonable hedging activities hereunder, Dealer reasonably determines that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or
all of the Shares to be delivered by Dealer on any Settlement Date for the Transaction, Dealer may, by written notice to Counterparty (which, for the avoidance of doubt, may be by email) on or prior to any Settlement Date (a “Nominal
Settlement Date”), elect to deliver the Shares on two or more dates (each, a “Staggered Settlement Date”) as follows; provided that in no event shall any Staggered Settlement Date be later than the Expiration Date:



  

	 	(i)	 in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (the first of which
will be such Nominal Settlement Date and the last of which will be no later than the twentieth (20th) Exchange Business Day following such Nominal Settlement Date) and the number of Shares that it
will deliver on each Staggered Settlement Date; 



  
 26 














	 	(ii)	 the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered
Settlement Dates will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date; and 


  

	 	(iii)	 if the Net Share Settlement terms or the Combination Settlement terms set forth above were to apply on the
Nominal Settlement Date, then the Net Share Settlement terms or the Combination Settlement terms, as the case may be, will apply on each Staggered Settlement Date, except that the Shares otherwise deliverable on such Nominal Settlement Date will be
allocated among such Staggered Settlement Dates as specified by Dealer in the notice referred to in clause (i) above. 


  

	 	(g)	 Reserved. 



 

	 	(h)	 Reserved. 



 

	 	(i)	 Additional Termination Events. 



 

	 	(i)	 Notwithstanding anything to the contrary in this Confirmation, upon any Early Conversion in respect of which a
Notice of Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder: 


  

	 	(A)	 Counterparty shall, within seven Scheduled Trading Days of the Conversion Date for such Early Conversion,
provide written notice (an “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible
Notes”), and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (i)[, and any Early Conversion Notice delivered to Dealer pursuant to the Base Call Option Confirmation
shall be deemed to be an Early Conversion Notice pursuant to this Confirmation and the terms of such Early Conversion Notice shall apply, mutatis mutandis, to this Confirmation]36;
provided that any such Early Conversion Notice shall contain a written representation by Counterparty to Dealer that (i) Counterparty is not, on the date of the Early Conversion Notice, in possession of any material non-public information with respect to Counterparty or the Shares or (ii) such decision to terminate has been made pursuant to a plan in compliance with the requirements of Rule
10b5-1 entered into by Counterparty at a time when Counterparty was not in possession of any material non-public information with respect to Counterparty or the Shares;
provided further that the provisions of this Section 9(i)(i) shall not apply to any Affected Convertible Note (i) with respect to which Counterparty has elected the “Exchange in Lieu of Conversion” option pursuant to
Section [__] of the Supplemental Indenture and (ii) that has been accepted by the designated financial institution pursuant to Section [__] of the Supplemental Indenture, except to the extent that Counterparty notifies Dealer, within five
Scheduled Trading Days of the then applicable conversion settlement date determined pursuant to Section [__] of the Supplemental Indenture, that (x) such financial institution has failed to pay or deliver, as the case may be, the consideration
due upon conversion of such Affected Convertible Note, or (y) such Affected Convertible Note is subsequently resubmitted to Counterparty for conversion in accordance with the terms of the Supplemental Indenture; 



 

	36 	 Include in Additional Call Option Confirmation only.




  
 27 














	 	(B)	 upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early
Termination Date (which Exchange Business Day shall be no earlier than the later of (x) one Scheduled Trading Day following the Conversion Date for such Early Conversion and (y) the date on which Counterparty provides the written notice
described in Section 9(i)(i)(A) above) with respect to the portion of the Transaction corresponding to a number of Options (the “Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible
Notes [minus the “Affected Number of Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Affected Convertible Notes]37 and (y) the Number
of Options as of the Conversion Date for such Early Conversion; 


  

	 	(C)	 any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the
Agreement as if (x) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Options equal to the Affected Number of Options, (y) Counterparty were the sole
Affected Party with respect to such Additional Termination Event and (z) the terminated portion of the Transaction were the sole Affected Transaction; provided that the amount payable with respect to such termination shall not be greater
than (1) the Applicable Percentage, multiplied by (2) the Affected Number of Options, multiplied by (3) (x) the sum of (i) the amount of cash paid (if any) to the Holder (as such term is defined in the Supplemental
Indenture) of an Affected Convertible Note upon conversion of such Affected Convertible Note and (ii) the number of Shares delivered (if any) to the Holder (as such term is defined in the Supplemental Indenture) of an Affected Convertible Note
upon conversion of such Affected Convertible Note (including for such purposes taking into account any applicable adjustments to the Conversion Rate pursuant to Section [__]38 of the Supplemental
Indenture), multiplied by the Applicable Limit Price, minus (y) USD 1,000; 


  

	 	(D)	 Counterparty shall notify Dealer (which notice may, for the avoidance of doubt, be by email) of the amount of
cash, if any, paid to the Holder and the number of Shares, if any, delivered to the Holder, in each case as described in clause (3) of the foregoing Section 9(i)(i)(C), prior to relevant Early Termination Date; 



 

	 	(E)	 for the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant
to Section 6 of the Agreement, the Calculation Agent shall assume that (x) the relevant Early Conversion and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had
not occurred, (y) no adjustments to the Conversion Rate have occurred pursuant to any Excluded Provision and (z) the corresponding Convertible Notes remain outstanding; and 



 

	 	(F)	 the Transaction shall remain in full force and effect, except that, as of the Conversion Date for such Early
Conversion, the Number of Options shall be reduced by the Affected Number of Options. 


  

	 	(ii)	 Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to
Counterparty occurs under the terms of the Convertible Notes as set forth in Section [__]39 of the Supplemental Indenture and such event of default results in the Convertible Notes being
accelerated and declared due and payable, then such event of default shall constitute an Additional Termination Event applicable to the Transaction 


  

 

	37 	 Include in Additional Call Option Confirmation only. 



	38 	 Include cross-reference to the Supplemental Indenture section with make-whole adjustments to the Conversion
Rate. 



	39 	 Include cross-reference to the Supplemental Indenture section related to Event of Default.




  
 28 














	 	
and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and
(C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement (which Early Termination Date shall be on or as promptly as reasonably practicable after Dealer becomes aware of the
occurrence of such acceleration). 

  

	 	(iii)	 Within seven Scheduled Trading Days following any Repayment Event (as defined below), Counterparty may, at its
option, notify Dealer of such Repayment Event and the aggregate principal amount of Convertible Notes subject to such Repayment Event (any such notice, a “Repayment Notice”); provided that Counterparty shall timely provide a
Repayment Notice in connection with any redemption of the Convertible Notes pursuant to the Supplemental Indenture. Any Repayment Notice shall contain a written representation by Counterparty to Dealer that (i) Counterparty is not, on the date
of such such Repayment Notice, in possession of any material non-public information with respect to Counterparty or the Shares or (ii) such election to deliver a Repayment Notice has been made pursuant to
a plan in compliance with the requirements of Rule 10b5-1 entered into by Counterparty at a time when Counterparty was not in possession of any material non-public
information with respect to Counterparty or the Shares. [Any Repayment Notice delivered to Dealer pursuant to the Base Call Option Confirmation shall be deemed to be a Repayment Notice pursuant to this Confirmation and the terms of such Repayment
Notice shall apply, mutatis mutandis, to this Confirmation]40. The receipt by Dealer from Counterparty of any Repayment Notice shall constitute an Additional Termination Event as provided
in this Section 9(i)(iii). Upon receipt of any such Repayment Notice, Dealer shall designate an Exchange Business Day following receipt of such Repayment Notice (which Exchange Business Day shall be on or as promptly as reasonably practicable
after the later of (x) the related repurchase settlement date for the relevant Repayment Event and (y) the date on which Counterparty provides the Repayment Notice described in this Section 9(i)(iii)) as an Early Termination Date with
respect to the portion of the Transaction corresponding to a number of Options (the “Repayment Options”) equal to the lesser of (A) [(x)] the aggregate principal amount of such Convertible Notes specified in such Repayment Notice,
divided by USD 1,000, minus (y) the number of “Repayment Options” (as defined in the Base Call Option Confirmation), if any, that relate to such Convertible Notes]41, and
(B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Repayment Options. Any payment hereunder with respect to such termination (the
“Repayment Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a
Number of Options equal to the number of Repayment Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event, (3) no adjustments to the Conversion Rate have occurred pursuant to an Excluded
Provision, (4) the corresponding Convertible Notes remain outstanding, (5) the relevant Repayment Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions by or on behalf of Counterparty leading thereto had
not occurred and (6) the terminated portion of the Transaction were the sole Affected Transaction. “Repayment Event” means that (i) any Convertible Notes are repurchased or redeemed (whether in connection with or as a
result of a fundamental change, howsoever defined, or in connection with a redemption of the Convertible Notes pursuant to the Supplemental Indenture or for any other reason) by Counterparty or any of its subsidiaries, (ii) any Convertible
Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever 


  

 
  

	40 	 Include for Additional Call Option Confirmation. 



	41 	 Include for Additional Call Option Confirmation.




  
 29 














	 	
described), (iii) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (other than as a result of an acceleration of the Convertible
Notes that results in an Additional Termination Event pursuant to Section 9(i)(ii)) or (iv) any Convertible Notes are exchanged by or for the benefit of the “Holders” (as defined in the Supplemental Indenture) thereof for any
other securities of Counterparty or any of its subsidiaries (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction Notwithstanding anything to the contrary in the Equity Definitions, if, as a result
of an Extraordinary Event, the Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity Definitions, an Additional Termination Event (with the Transaction (or portion thereof) being the Affected
Transaction, Counterparty being the sole Affected Party and Dealer being the party entitled to designate an Early Termination Date pursuant to Section 6(h) of the Agreement) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8 and 12.9
of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transactions. 

  

	 	(j)	 Amendments to Equity Definitions. 



 

	 	(i)	 Solely in respect of adjustments to the Cap Price pursuant to Section 9(x), Section 11.2(e)(vii) of
the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate
event involving the Issuer or its securities that has a material economic effect on the Shares or options on the Shares; provided that such event is not based on (a) an observable market, other than the market for the Issuer’s own
stock or (b) an observable index, other than an index calculated and measured solely by reference to Issuer’s own operations.” 


  

	 	(ii)	 Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) inserting “(1)”
immediately following the word “means” in the first line thereof and (2) inserting immediately prior to the semi-colon at the end of subsection (B) thereof the following words: “or (2) 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”. 


  

	 	(iii)	 Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party
may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section. 



 

	 	(iv)	 Section 12.9(b)(vi) of the Equity Definitions is hereby amended by (1) adding the word “or”
immediately before subsection “(B)”, (2) deleting the comma at the end of subsection (A), (3) deleting subsection (C) in its entirety, (4) deleting the word “or” immediately preceding subsection (C) and (5)
replacing the words “either party” in the last sentence of such Section with “Dealer”. 


  

	 	(k)	 No Setoff. Neither party shall have the right to set off any obligation that it may have to the
other party under the Transaction against any obligation such other party may have to it, whether arising under the Agreement, this Confirmation or any other agreement between the parties hereto, by operation of law or otherwise.



  

	 	(l)	 Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If
(a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an
Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, (ii) an Announcement Event, Merger Event or Tender Offer
that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party other than an




  
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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), and if Dealer would owe any amount to Counterparty 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 Obligation”), then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable
telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the date of the Announcement Event, Merger Date, Tender Offer Date, Announcement Date (in the case of a
Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, (b) Counterparty remakes the representation set forth in
Section 8(a)(vi) as of the date of such election and (c) Dealer agrees, in its commercially reasonable discretion, to such election, in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the
provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply. 

  

			
	 Share Termination Alternative:
	  	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant
to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment.
		
	 Share Termination Delivery Property:
	  	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery
Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.
		
	 Share Termination Unit Price:
	  	The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of
notification of the Payment Obligation.
		
	 Share Termination Delivery Unit:
	  	One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the
“Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of
any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.
		
	 Failure to Deliver:
	  	Applicable



  
 31 














			
		
	 Other applicable provisions:
	  	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in
Section 2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as
references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.


  

	 	(m)	 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 Transaction. Each party (i) certifies that no representative, agent or attorney of either 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 Transaction, as applicable, by, among other
things, the mutual waivers and certifications provided herein. 


  

	 	(n)	 Registration. Counterparty hereby agrees that if, in the good faith reasonable judgment of
Dealer, based on advice of counsel, the Shares (the “Hedge Shares”) acquired by Dealer for the purpose of effecting a commercially reasonable hedge of its obligations pursuant to the Transaction cannot be sold in the U.S. public
market by Dealer without registration under the Securities Act, Counterparty shall, at its election, either (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration
statement under the Securities Act to cover the resale of such Hedge Shares and enter into a customary agreement, in form and substance commercially reasonably satisfactory to Dealer, substantially in the form of an underwriting agreement for a
registered secondary offering for companies of a similar size in a similar industry; provided, however, that if Dealer, in its commercially reasonable discretion, is not satisfied with access to due diligence materials, the results of its due
diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph shall apply at the election of Counterparty, (ii) in order to allow Dealer
to sell the Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities for companies of a similar size in a
similar industry, in form and substance commercially reasonably satisfactory to Dealer (in which case, the Calculation Agent shall make any commercially reasonable adjustments to the terms of the Transaction that are necessary, in its reasonable
judgment, to compensate Dealer for any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement for companies of a similar size in a similar industry), or (iii) purchase the Hedge Shares
from Dealer at the then-current market price on such Exchange Business Days, and in the amounts and at such time(s), requested by Dealer. 


  

	 	(o)	 Tax Disclosure. Effective from the date of commencement of discussions concerning the
Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind
(including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure. 



  
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	 	(p)	 Right to Extend. Dealer may postpone or add, in a commercially reasonable manner, in whole or in
part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in the case of clause (i),
in its commercially reasonable judgment or, in the case of clause (ii), based on advice of counsel, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity
hereunder in light of existing liquidity conditions in the cash market or stock loan market (but only if there is a material decrease in liquidity relative to Dealer’s expectations on the Trade Date) or (ii) to enable Dealer to effect
purchases of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with
applicable legal, regulatory or self-regulatory requirements of organizations with jurisdiction over Dealer or its affiliates, or with related policies and procedures would generally be applicable to counterparties similar to Counterparty and/or
transactions similar to the Transaction; provided that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 40 Valid Days after the original Valid Day or other date of valuation, payment or
delivery, as the case may be. 


  

	 	(q)	 Status of Claims in Bankruptcy. Dealer acknowledges and agrees that this Confirmation is
not intended to convey to Dealer rights against Counterparty with respect to the 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 Dealer’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to the Transaction; provided further that nothing
herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transactions other than the Transaction. 


  

	 	(r)	 Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be
a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded by,
among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default
under the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to constitute a
“margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code. 


  

	 	(s)	 Notice of Certain Other Events. Counterparty covenants and agrees that: 



 

	 	(i)	 promptly following the public announcement of the results of any election by the holders of Shares with respect
to the consideration due upon consummation of any Merger Event, Counterparty shall give Dealer written notice of the types and amounts of consideration actually received by holders of Shares upon consummation of such Merger Event (the date of such
notification, the “Consideration Notification Date”); provided that in no event shall the Consideration Notification Date be later than the date on which such Merger Event is consummated; and 



 

	 	(ii)	 (A) Counterparty shall give Dealer commercially reasonable advance (but in no event less than one Exchange
Business Day) written notice of the section or sections of the Supplemental Indenture and, if applicable, the formula therein, pursuant to which any adjustment will be made to the Convertible Notes in connection with any Potential Adjustment Event,
Merger Event or Tender Offer and (B) promptly following any such adjustment, Counterparty shall give Dealer written notice of the details of such adjustment. 



  
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	 	(t)	 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, shall limit
or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased
costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Increased Cost of Hedging, an
Excess Ownership Position, or Illegality (as defined in the Agreement)). 


  

	 	(u)	 Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and
agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to
adjust its hedge position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its
own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer 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 Relevant
Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Relevant Prices, each in a manner that may be adverse to Counterparty.



  

	 	(v)	 Early Unwind. In the event the sale of the [“Firm Securities”]42[“Additional Securities”]43 (as defined in the Underwriting Agreement) is not consummated with the Underwriters for any reason, or
Counterparty fails to deliver to Dealer opinions of counsel as required pursuant to Section 9(a), in each case by 5:00 p.m. (New York City time) on the Premium Payment Date, or such later date as agreed upon by the parties (the Premium Payment
Date or such later date the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and (i) the Transaction and all of the respective
rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with
respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date. Each of Dealer and Counterparty represents and acknowledges to the
other that, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. 


  

	 	(w)	 Payment by Counterparty. In the event that, following payment of the Premium, (i) an Early
Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result,
Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under
Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 


  

	 	(x)	 Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in
this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity
Definitions (subject to Section 9(j)(i)), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in
the Equity 


  

	42 	 Insert for Base Call Option Confirmation. 



	43 	 Insert for Additional Call Option Confirmation.




  
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Definitions (subject to Section 9(j)(i)), the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material
economic effect on the Transactions and, if so shall adjust the Cap Price to preserve the fair value of the Options; provided that in no event shall the Cap Price be less than the Strike Price; provided further that any adjustment to
the Cap Price made pursuant to this Section 9(x) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of
Adjustment,” “Consequences of Merger Events / Tender Offers” and “Consequences of Announcement Events” in Section 3 above). 

  

	 	(y)	 Conduct Rules. Each party acknowledges and agrees to be bound by the Conduct Rules of the
Financial Industry Regulatory Authority, Inc. applicable to transactions in options, and further agrees not to violate the position and exercise limits set forth therein. 



 

	 	(z)	 Risk Disclosure Statement. Counterparty represents and warrants that it has received, read and
understands the OTC Options Risk Disclosure Statement provided by Dealer and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.



  

	 	(aa)	 Tax Matters.  



(i) Payee Representations: 

For the purpose of Section 3(f) of the Agreement, Counterparty makes the following representation to Dealer: 

Counterparty is a corporation and a U.S. person (as that term is defined in Section 7701(a)(30) of the Revenue Code and used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes. 

For the purpose of Section 3(f) of the Agreement, Dealer makes the following representations to Counterparty: 

[____________] 
  

	 	(ii)	 Tax Documentation. For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty
agrees to deliver to Dealer one duly executed and completed U.S. Internal Revenue Service Form W-9 (or successor thereto) and Dealer agrees to deliver to Counterparty, as applicable, a U.S. Internal Revenue
Service Form W-8 or Form W-9 (or successor thereto). Such forms or documents shall be delivered (i) on or before the date of execution of this Confirmation,
(ii) upon Counterparty or Dealer, as applicable, learning that any such tax form previously provided by it has become obsolete or incorrect and (iii) upon reasonable request of the other party. 



 

	 	(iii)	 Withholding Tax imposed on payments to non-US counterparties under
the United States Foreign Account Tax Compliance Act. “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 Revenue Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Revenue Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or
withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 



  
 35 














	 	(bb)	 HIRE Act. “Indemnifiable Tax”, as defined in Section 14 of the Agreement,
shall not include any tax imposed on payments treated as dividends from sources within the United States under Section 871(m) of the Revenue Code or any regulations issued thereunder. For the avoidance of doubt, any such tax imposed under
Section 871(m) of the Revenue Code is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 



 

	 	(cc)	 [Dealer Boilerplate] 



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

			
	Very truly yours,
	
	        [Dealer]


 
			
		
	        By:	 	  



 
			
	        Authorized Signatory
	        Name:


 Accepted and confirmed 
 as
of the Trade Date: 
  

			
	RealPage, Inc.


			
		
	By:	 	  



			
	Authorized Signatory
	Name: