EX-10.1





 Exhibit 10.1 
  


			
		  	 Deutsche Bank




  
 Deutsche Bank AG, London Branch

Winchester house
 1 Great Winchester St, London EC2N 2DB

Telephone: 44 20 7545 8000
  

c/o Deutsche Bank Securities Inc.
 60 Wall Street

New York, NY 10005
 Telephone: 212-250-2500
  
 Internal Reference:
[                 ]


 June 15, 2021 
  

	To:	 Rambus, Inc. 



4453 North First Street, Suite 100 

San Jose, California 95134 

Attention: Vice President of Finance 

Telephone No.: (408) 462-8000 

Facsimile No.: (408) 462-8001 

 

	Re:	 Master Confirmation—Uncollared Accelerated Share Repurchase 



This master confirmation (this “Master Confirmation”), dated as of June 15, 2021, is intended to set forth certain terms
and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Deutsche Bank AG, London Branch (“Dealer”), through its agent Deutsche Bank Securities Inc. (the
“Agent”) and Rambus, Inc., a Delaware corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The
additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a
part of, and be subject to this Master Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below. 

DEUTSCHE BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DEUTSCHE BANK
SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. AS
SUCH, ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DEUTSCHE BANK SECURITIES INC.
DEUTSCHE BANK AG, LONDON BRANCH IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC). 
 The definitions and
provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This Master
Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of each Transaction to which this Master Confirmation and such Supplemental Confirmation relate
and shall supersede all prior or contemporaneous written or oral communications with respect thereto. 
 Chairman of the Supervisory Board: Paul
Achleitner. 
 Management Board: Christian Sewing (Chairman), Karl von Rohr, Fabrizio Campelli, Frank Kuhnke, Bernd Leukert, Stuart Lewis,
James von Moltke, Christiana Riley, Werner Steinmüller. 
  

			
	Deutsche Bank AG is authorised under German Banking Law (competent authorities: European Central Bank and the BaFin, Germany’s Federal Financial Supervisory Authority) and, in the United Kingdom, by the
Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by the BaFin, and is subject to limited regulation in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority.	  	Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal
Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration
in
England and Wales BR000005 and Registered Address: Winchester House, 1 Great Winchester
Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock
Exchange. (Details about the extent of our authorisation and
regulation in the United Kingdom are
available on request or from www.db.com/en/content/eu_disclosures.htm)













 This Master Confirmation and each Supplemental Confirmation supplement, form a part of, and
are subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed the Agreement on the date of this Master Confirmation, without any Schedule, but with the
elections set forth in this Master Confirmation, including: 
 (i) The election of New York law as the governing law (without
reference to its choice of law provisions). 
 (ii) The election that subparagraph (ii) of Section 2(c) will not
apply to the Transactions. 
 (iii) [Reserved.] 

(iv) The election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to
Dealer, with a “Threshold Amount” of 3% of shareholders’ equity for Dealer (provided that (a) the phrase “, or becoming capable at such time of being declared,” shall be deleted from clause (1) of such
Section 5(a)(vi) of the Agreement, (b) “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary
course of Dealer’s banking business and (c) the following sentence shall be added to the end thereof: “Notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2) above if (a) the event or
condition referred to in (1) or the failure to pay referred to in (2) is caused by an error or omission of an administrative or operational nature, (b) funds were available to Dealer to enable it to make the relevant payment when due,
and (c) such payment is made within three Local Business Days after notice of such failure is given by Counterparty.”). 

(v) “Affiliate” will have the meaning specified in Section 14 of the Agreement, except that for purposes of
Section 3(c) of the Agreement as set forth in clause (iii) above, “Affiliate” means, with respect to any person, any entity controlled, directly or indirectly by such person. For this purpose, “control” means ownership
of a majority of the voting power of the entity or person. 
 (vi) For purposes of Section 3(f) of the Agreement, Dealer
makes the following representation: 
 Each Transaction entered into by (i) Deutsche Bank AG, New York Branch and
(ii) Deutsche Bank AG, London Branch acting through a discretionary agent in the United States as intermediary for Deutsche Bank AG, New York Branch, will be treated, solely for United States income tax purposes, as entered into by a United
States corporation. 
 (vii) For purposes of Section 3(f) of the Agreement, Counterparty makes the following
representation: 
 It is a U.S. person, and it is a corporation organized under the laws of the State of Delaware. 

(viii) Counterparty agrees to deliver a complete and accurate United States Internal Revenue Service Form W-9 to Dealer upon execution of this Agreement. 
 (ix) Dealer agrees to deliver a complete
and accurate United States Internal Revenue Service Form W-8IMY from Deutsche Bank AG, London Branch and withholding statement with attached United States Internal Revenue Service Form W-9 from Deutsche Bank AG, New York Branch to Counterparty upon execution of this Agreement. 
 The
Transactions shall be the sole Transactions under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master
Agreement is deemed to exist between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the
Transactions shall not be considered Transactions under, or otherwise governed by, such existing or deemed ISDA Master Agreement, and the occurrence of any Event of Default or Termination Event under the Agreement with respect to either party or any
Transaction 

  
 2 













 
shall not, by itself, give rise to any right or obligation under any such other agreement or deemed agreement. Notwithstanding anything to the contrary in any other agreement between the parties
or their Affiliates, the Transactions shall not be “Specified Transactions” (or similarly treated) under any other agreement between the parties or their Affiliates. 

All provisions contained or incorporated by reference in the Agreement shall govern this Master Confirmation and each Supplemental
Confirmation except as expressly modified herein or in the related Supplemental Confirmation. 
 If, in relation to any Transaction to which
this Master Confirmation and a Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, such Supplemental Confirmation and the Equity Definitions, the following will prevail for purposes of such
Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. 

 

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



 

			
	General Terms.	  	
		
	 Trade Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Buyer:
	  	Counterparty
		
	 Seller:
	  	Dealer
		
	 Shares:
	  	The common stock of Counterparty, par value USD 0.001 per share (Exchange symbol “RMBS”) (“Common Stock”).
		
	 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 that Section.
		
	 Prepayment/Variable Obligation:
	  	Applicable
		
	 Prepayment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Prepayment Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	Valuation.	  	
		
	 VWAP Price:
	  	For any Exchange Business Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for United States exchanges and quotation systems, during the regular trading session for the
Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades in the consolidated system on such Exchange Business Day, (iii) trades that occur in the last ten
minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading


  
 3 














			
		
		  	in the market where the trade is effected, and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as published by Bloomberg at 4:15 p.m. New York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page
“RMBS <Equity> AQR_SEC” (or any successor thereto), or if such price is not so reported on such Exchange Business Day for any reason or is, in the Calculation Agent’s good faith and commercially reasonable determination,
erroneous, such VWAP Price shall be as determined in good faith and in a commercially reasonable manner by the Calculation Agent (all such trades other than any trades described in clauses (i) to (iv) above, “Rule 10b-18 Eligible Transactions”); provided that the first trade in the Shares during the regular trading session on the Exchange (even if such trade is reported on such Bloomberg page) shall be
excluded from the VWAP Price for such Exchange Business Day.
		
	 Forward Price:
	  	For each Transaction, the arithmetic average of the VWAP Prices for all of the Exchange Business Days in the Calculation Period for such Transaction, subject to “Valuation Disruption” below.
		
	 Forward Price Adjustment Amount:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Calculation Period:
	  	For each Transaction, the period from, and including, the Calculation Period Start Date for such Transaction to, and including, the Termination Date for such Transaction.
		
	 Calculation Period Start Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Termination Date:
	  	For each Transaction, the Scheduled Termination Date for such Transaction; provided that in no event shall the Scheduled Termination Date be postponed to a date later than the Final Termination Date; provided further
that Dealer shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date for the entire Transaction (the “Accelerated Termination Date”) by delivering notice to
Counterparty of any such designation prior to 6:00 p.m. (New York City time) on the second Exchange Business Day immediately following the designated Accelerated Termination Date; provided further that if Dealer expects that the Number of
Shares to be Delivered will be a negative number as a result of any Acceleration prior to the Scheduled Termination Date, then Dealer shall use its reasonable efforts to provide, to the extent feasible, the Counterparty notice of any such
Acceleration prior to any such proposed Acceleration.
		
	 Scheduled Termination Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption” below; provided that in no event shall the Scheduled Termination Date be
postponed to a date later than the Final Termination Date.


  
 4 














			
		
	 Final Termination Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 First Acceleration Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Valuation Disruption:
	  	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that
ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at
any time on any Scheduled Trading Day during the Calculation Period or Settlement Valuation Period” after the word “material,” in the third line thereof.
		
		  	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
		
		  	Notwithstanding anything to the contrary in the Equity Definitions, if a Disrupted Day occurs (i) in the Calculation Period, the Calculation Agent may, in its good faith and commercially reasonable judgment, postpone the
Scheduled Termination Date by one Scheduled Trading Day for each Disrupted Day (provided that in no event shall the Scheduled Termination Date be postponed to a date later than the Final Termination Date), or (ii) in the Settlement
Valuation Period, the Calculation Agent may extend the Settlement Valuation Period. The Calculation Agent may also determine that (x) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not
be included for purposes of determining the Forward Price or the Settlement Price, as the case may be, or (y) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the
Calculation Agent based on Rule 10b-18 Eligible Transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the
VWAP Price for the relevant Exchange Business Days during the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the
Forward Price or the Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Disrupted Day
resulting from a Regulatory Disruption shall be deemed to be a Disrupted Day in full. Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an
Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.


  
 5 














			
		
		  	If a Disrupted Day occurs during the Calculation Period for any Transaction or the Settlement Valuation Period for any Transaction, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted
Day (a “Disruption Event”), then the Calculation Agent, in its good faith and commercially reasonable discretion, may deem such Disruption Event (and each consecutive Disrupted Day thereafter) to be a Potential Adjustment Event in
respect of such Transaction.
		
	Settlement Terms.	  	
		
	 Settlement Procedures:
	  	For each Transaction:
		
		  	(i) if the Number of Shares to be Delivered for such Transaction is positive, Physical Settlement shall be applicable to such Transaction; provided that the “Representation and Agreement” contained in
Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Buyer is
the Issuer of the Shares; or
		
		  	(ii) if the Number of Shares to be Delivered for such Transaction is negative, then Counterparty Settlement Provisions in Annex A hereto shall apply to such Transaction.
		
	 Number of Shares to be Delivered:
	  	For each Transaction, a number of Shares (rounded down to the nearest whole number) equal to (a)(i) the Prepayment Amount for such Transaction, divided by (ii)(A) the Forward Price for such Transaction minus
(B) the Forward Price Adjustment Amount for such Transaction, minus (b) the number of Initial Shares for such Transaction; provided that if the result of the calculation in clause (a)(ii) is equal to or less than the Floor
Price for such Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if clause (a)(ii) were replaced with “(ii) the Floor Price for such Transaction”. For the avoidance of doubt, if the Forward
Price Adjustment Amount for any Transaction is a negative number, clause (a)(ii) of the immediately preceding sentence shall be equal to (A) the Forward Price for such transaction, plus (B) the absolute value of the Forward Price
Adjustment Amount.
		
	 Floor Price:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Excess Dividend Amount:
	  	For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.


  
 6 














			
	 Settlement Date:
	  	For each Transaction, if the Number of Shares to be Delivered for such Transaction is positive, the date that is one Settlement Cycle immediately following the Termination Date for such Transaction (which as of the date hereof shall
be no more than three Clearance System Business Days following the Termination Date for such Transaction).
		
	 Settlement Currency:
	  	USD
		
	 Initial Share Delivery:
	  	For each Transaction, Dealer shall deliver a number of Shares equal to the Initial Shares for such Transaction to Counterparty on the Initial Share Delivery Date for such Transaction in accordance with Section 9.4 of the Equity
Definitions, with such Initial Share Delivery Date deemed to be a “Settlement Date” for purposes of such Section 9.4.
		
	 Initial Share Delivery Date:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	 Initial Shares:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	Share Adjustments.	  	
		
	 Potential Adjustment Event:
	  	In addition to the events described in Section 11.2(e) of the Equity Definitions, it shall constitute an additional Potential Adjustment Event if (x) the Scheduled Termination Date for any Transaction is postponed pursuant
to “Valuation Disruption” above (including, for the avoidance of doubt, pursuant to Section 7 hereof) (a “Valuation Disruption Postponement”), (y) a Regulatory Disruption as described in Section 7 occurs or
(z) a Disruption Event occurs; provided that the parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b-18 pursuant to documentation entered
into between Dealer and Counterparty shall not be considered a Potential Adjustment Event and (2) any repurchase of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event described in
clause (x), (y) or (z) above occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to
such Valuation Disruption Postponement, Regulatory Disruption or Disruption Event, as the case may be.
		
	 Cash Dividends:
	  	The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the Equity Definitions) during the Relevant Dividend Period (a “Cash
Dividend”).
		
	 Consequences of Cash Dividend:
	  	The declaration by the Issuer of any Cash Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at
Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected
Transaction.


  
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	 Method of Adjustment:
	  	Calculation Agent Adjustment
		
	 Relevant Dividend Period:
	  	For each Transaction, the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such Transaction.
		
	 Relevant Dividend Period End Date:
	  	For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.
		
	Extraordinary Events.	  	
		
	 Consequences of Merger Events:
	  	
		
	     (a)
Share-for-Share:
	  	Cancellation and Payment
		
	     (b)
Share-for-Other:
	  	Cancellation and Payment
		
	     (c)
Share-for-Combined:
	  	Cancellation and Payment
		
	 Tender Offer:
	  	Applicable; provided that (a) Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” in the third line thereof with “20%,” (b) Section 12.1(l) of the Equity
Definitions shall be amended (i) by deleting the parenthetical in the fifth line thereof, (ii) by replacing “that” in the fifth line thereof with “whether or not such announcement” and (iii) by adding immediately
after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including, without limitation, the announcement of an abandonment of such intention)” and
(c) Section 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Tender Offer Date” by “Announcement Date.” If the Calculation Agent makes any adjustment to the terms of
this Transaction upon any particular Announcement Event of a Tender Offer, then the Calculation Agent shall make a further adjustment to the terms of the same Transaction upon any announcement regarding the abandonment of any such event that gave
rise to the original Announcement Event.
		
	Consequences of Tender Offers:	  	
		
	     (a)
Share-for-Share:
	  	Modified Calculation Agent Adjustment
		
	     (b)
Share-for-Other:
	  	Modified Calculation Agent Adjustment
		
	     (c)
Share-for-Combined:
	  	Modified Calculation Agent Adjustment
	
	 Any adjustment to the terms of any Transaction hereunder and the determination of any amounts due upon
termination of any Transaction hereunder as a result of a Merger Event or Tender Offer shall be made without duplication in respect of any prior adjustment hereunder (including, without limitation, any prior adjustment pursuant to Sections 10 and 11
below).



  
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	 Nationalization, Insolvency or Delisting:
	  	Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares
are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or
The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any
such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
		
	 Additional Disruption Events:
	  	
		
	     (a) Change in Law:
	  	Applicable; provided that (a) 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) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Positions” and (iii) by immediately following the
word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; and (b) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing
the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations
authorized or mandated by existing statute)”. Notwithstanding anything to the contrary in the Equity Definitions, a Change in Law described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions shall not constitute a Change
in Law and instead shall constitute an Increased Cost of Hedging as described in Section 12.9(a)(vi) of the Equity Definitions.
		
	     (b) Failure to Deliver:
	  	Applicable
		
	     (c) Insolvency Filing:
	  	Applicable
		
	     (d) Loss of Stock Borrow:
	  	Applicable
		
	         Maximum Stock Loan Rate:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	         Hedging Party:
	  	Dealer, or an affiliate of Dealer that is involved in the hedging of the relevant Transaction.
		
	         Determining Party:
	  	Dealer
		
	 (e) Hedging Disruption:
	  	Applicable
		
	         Hedging Party:
	  	Dealer, or an affiliate of Dealer that is involved in the hedging of the relevant Transaction.


  
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	         Determining Party:
	  	Dealer
		
	 (f) Increased Cost of Hedging:
	  	Not Applicable
		
	         Hedging Party:
	  	Dealer, or an affiliate of Dealer that is involved in the hedging of the relevant Transaction.
		
	         Determining Party:
	  	Dealer
		
	 (g) Increased Cost of Stock Borrow:
	  	Applicable
		
	         Initial Stock Loan Rate:
	  	For each Transaction, as set forth in the related Supplemental Confirmation.
		
	         Hedging Party:
	  	Dealer, or an affiliate of Dealer that is involved in the hedging of the relevant Transaction.
		
	         Determining Party:
	  	Dealer; provided that following any determination hereunder and upon written request by Counterparty, the Determining Party shall provide Issuer with a reasonably detailed explanation in writing of its determination
calculation including, where applicable, a description of the methodology and the basis for such determination calculation; provided further that in no event will Dealer be obligated to share with Issuer any proprietary or confidential data
or information or any proprietary or confidential models used by it.
		
	 Hedging Adjustments:
	  	For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the terms of this Master Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation
Agent shall make such adjustment by reference to the effect of such event on Dealer, assuming that Dealer maintains a commercially reasonable Hedge Position.
		
	 Non-Reliance/Agreements and     Acknowledgements Regarding
Hedging     Activities/Additional Acknowledgements:
	  	Applicable

  

	2.	 Calculation Agent. Dealer; provided that, following the occurrence of an
Event of Default pursuant to 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 third-party dealer in over-the-counter corporate equity derivatives to act as the Calculation Agent with respect to the Transactions under this Master Confirmation. Following any determination or
calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation Agent will promptly (but in any event no later than five (5) Exchange Business Days following receipt of such written request by Dealer)
provide to Counterparty by e-mail to the e-mail 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, as the case may be, it being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential
models or any other confidential or proprietary information, in each case, used by it for such determination or calculation. Whenever the Calculation Agent is required to act or to exercise judgment in any way with respect to any Transaction
hereunder, it will do so in good faith and in a commercially reasonable manner. 



  
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	3.	 Account Details. 



 

	 	(a)	 Account for payments to Counterparty: 



Bank: 
 Wells Fargo Bank 

400 Hamilton Avenue 
 Palo Alto,
CA 94301 
 ABA#:     121000248 

Acct No.:      

SWIFT Code WFBIUS6S 
 Beneficiary:
Rambus, Inc. 
 Account for delivery of Shares to Counterparty: 

Dealer shall deliver the Shares to the Depository Trust Company’s DWAC system for acceptance by Computershare, as transfer agent for
Counterparty, and such shares shall be credited to Company’s treasury share account. Contact information for Counterparty’s representative at Computershare is: 

Ms. Audrey Matheny 

Assistant Vice President, Relationship Management 

Computershare 
 6200 S. Quebec
St., Greenwood Village, CO 80111 
 Telephone No.: (303) 262-0637 

 

	 	(b)	 Account for payments to Dealer: 



Bank:    Bank of New York 

ABA#:     021-000-018 

SWIFT:     IRVTUS3N 

Acct:      

Beneficiary:    Deutsche Bank Securities Inc. 

Account for delivery of Shares to Dealer: 

[To be provided.] 
  

	4.	 Offices. 



 

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



  

	 	(b)	 The Office of Dealer for each Transaction is: London 



 

	5.	 Notices. 



 

	 	(a)	 Address for notices or communications to Counterparty: 



Rambus, Inc. 
 4453 North First
Street, Suite 100 
 San Jose, California 95134 

Attention:     Vice President of Finance 

Telephone No.:    (408) 462-8000 

Facsimile No.:    (408) 462-8001 

Email Address:    kjones@rambus.com 
  

	 	(b)	 Address for notices or communications to Dealer: 



Deutsche Bank AG, London Branch 

Winchester house 

  
 11 













 1 Great Winchester St, London EC2N 2DB 

Telephone: 44 20 7545 8000 
 c/o
Deutsche Bank Securities Inc. 
 60 Wall Street 

New York, NY 10005 
 Telephone: 212-250-2500 
 Attention: Michael Fortino 

Telephone: +1 (212) 250-6734 

Email: michael.fortino@db.com 

with a copy to: equity-linked.notifications@list.db.com 
  

	6.	 Representations, Warranties and Agreements. 



 

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


  

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


  

	 	(ii)	 Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) thereof. Accordingly, each party represents and warrants to the other that (A) it has the financial ability to
bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (B) it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or an “accredited
investor” as that term is defined under Regulation D under the Securities Act and (C) the disposition of each Transaction is restricted under this Master Confirmation, the Securities Act and state securities laws. 



 

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


  

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


  

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



 

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



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


  

	 	(v)	 As of the Trade Date for each Transaction hereunder, and as of the date of any election with respect to any
Transaction hereunder, Counterparty is in compliance in all material respects with its reporting obligations under the Exchange Act. 


  

	 	(vi)	 Counterparty has made, and will make, all filings required to be made by it with the Securities and Exchange
Commission, any securities exchange or any other regulatory body with respect to each Transaction during the term of the relevant Transaction. 


  

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



  

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



  

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



  
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	 	(x)	 Counterparty shall, at least one day prior to the first day of the Calculation Period, the Settlement Valuation
Period, if any, or the Seller Termination Purchase Period, if any, for any Transaction, notify Dealer of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception set forth in paragraph (b)(4) of Rule 10b-18 under the Exchange Act (“Rule 10b-18”) by or for Counterparty or any of its “affiliated purchasers” (as defined in Rule 10b-18) during each of the four calendar weeks preceding
such day and during the calendar week in which such day occurs (“Rule 10b-18 purchase” and “blocks” each being used as defined in
Rule 10b-18), which notice shall be substantially in the form set forth in Schedule B hereto. 


  

	 	(xi)	 As of the Trade Date for each Transaction hereunder, and as of the date of any election with respect to any
Transaction hereunder, there has not been any Merger Announcement (as defined below). 


  

	 	(c)	 In addition to the representations, warranties and covenants in this Agreement, Dealer represents, warrants and
covenants to Counterparty that: 


  

	 	(i)	 In addition to the covenants in the Agreement and herein, Dealer agrees to use commercially reasonable efforts,
during the Calculation Period and any Settlement Valuation Period (as defined in Annex A) for any Transaction, to make all purchases of Shares in connection with such Transaction in a manner that would comply with the limitations set forth in
clauses (b)(1), (b)(2), (b)(3) and (b)(4) and (c) of Rule 10b-18, as if such rule were applicable to such purchases and taking into account any applicable Securities and Exchange Commission no-action letters as appropriate, and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond Dealer’s control; provided that, during
the Calculation Period, the foregoing agreement shall not apply to purchases made to dynamically hedge for Dealer’s own account or the account of its affiliate(s) the optionality arising under a Transaction (including, for the avoidance of
doubt, timing optionality); provided further that, without limiting the generality of the first sentence of this Section 6(c)(i), Dealer shall not be responsible for any failure to comply with
Rule 10b-18(b)(3) to the extent any transaction that was executed (or deemed to be executed) by or on behalf of Counterparty or an “affiliated purchaser” (as defined under Rule 10b-18) pursuant to a separate agreement is not deemed to be an “independent bid” or an “independent transaction” for purposes of
Rule 10b-18(b)(3). For the avoidance of doubt, the parties agree that the Counterparty’s acquisition of PLDA Group (the “Previously Announced Acquisition”) shall not limit
Dealer’s ability to comply with the requirements of this Section 6(c)(i). 


  

	 	(ii)	 In connection with each Transaction, Dealer represents and warrants to Counterparty that it has not, at any
time before the filing of a Form 8-K reporting the entry into such Transaction on the Trade Date for such Transaction, discussed any offsetting transaction(s) in respect of such Transaction with any third
party. 


  

	 	(iii)	 Dealer hereby represents and covenants to Counterparty that it has implemented policies and procedures, taking
into consideration the nature of its business, reasonably designed to ensure that individuals making investment decisions related to any Transaction do not have access to material nonpublic information regarding Issuer or the Shares.



  

	 	(iv)	 Within one Exchange Business Day of purchasing any Shares on behalf of Counterparty pursuant to the once-a-week block exception set forth in paragraph (b)(4) of Rule 10b-18, Dealer shall notify Counterparty of the total
number of Shares so purchased. 


  

	 	(v)	 On the first Exchange Business Day of each week, Dealer shall provide weekly reports (the “Weekly
Reports”) in connection with such Transaction to the Counterparty and to such other persons or agents of the Counterparty as the Counterparty shall reasonably designate 



  
 14 














	 	
in writing, by electronic mail to the Counterparty or its designee. Each weekly report shall include the ADTV in the Shares for each Scheduled Trading Day during the immediately preceding week
(as defined and determined in accordance with Rule 10b-18, as defined herein), the VWAP Price for each such Scheduled Trading Day and the high and low price on each such Scheduled Trading Day. For the
avoidance of doubt and notwithstanding anything to the contrary in the two immediately preceding sentences, the VWAP Price for purposes of this Master Confirmation shall be determined pursuant the language opposite the caption “VWAP Price”
in Section 1 of this Master Confirmation under the heading “Valuation” and not on the basis of, or by reference to, the VWAP Price set forth in any Weekly Report. 


 

	7.	 Regulatory Disruption. In the event Dealer concludes, in its good faith, reasonable
judgment, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures similarly applicable to accelerated share repurchase transactions and
consistently applied (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer) (provided that such requirements, policies and procedures relate to regulatory issues and are
generally applicable in similar situations and are applied in a consistent manner in similar transactions) for it to refrain from or decrease any market activity on any Scheduled Trading Day or Days during the Calculation Period or, if applicable,
the Settlement Valuation Period, Dealer may, in its commercially reasonable discretion, by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing on such Scheduled Trading Day or Days. Dealer
shall notify Counterparty as soon as practicable (but in no event later than one Trading Day) that a Regulatory Disruption has occurred and the reasons for such Regulatory Disruption and the Scheduled Trading Days affected by it, provided that the
Dealer shall not be obligated to disclose any proprietary or confidential models or any other confidential or proprietary information, in each case, used by it for such determination. If a Regulatory Disruption is deemed to have occurred such
Scheduled Trading Day or Scheduled Trading Days will each be a Disrupted Day in full. 


  

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


  

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


  

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


  

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



  
 15 














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


  

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



 

	9.	 Counterparty Purchases. Counterparty (or any “affiliate” or
“affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior written consent of Dealer, directly or indirectly (including, without limitation, by means of a derivative instrument)
purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or equivalent interest, including, without limitation, a unit of beneficial interest in a trust or
limited partnership or a depository share), listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18
purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period, any Settlement Valuation Period (if applicable) or any Seller Termination Purchase Period (if applicable), under this Master
Confirmation. 


 Notwithstanding the immediately preceding paragraph or anything herein to the contrary (i) an agent
independent of Counterparty may purchase Shares effected by or for an issuer plan Counterparty in accordance with the requirements of Section 10b-18(a)(13)(ii) under the Exchange Act (with “issuer
plan” and “agent independent of Counterparty” each being used herein as defined in Rule 10b-18), and (ii) Counterparty or any “affiliated purchaser” may purchase Shares in
(x) unsolicited transactions or (y) privately negotiated (off-market) transactions, in each case, that are not “Rule 10b-18 purchases” (as defined in
Rule 10b-18), in each case, without Dealer’s consent. 
 Nothing in this Section 9 will
(i) limit the Counterparty’s ability, pursuant to its employee incentive plans or dividend reinvestment program, to reacquire Shares in connection with the related equity transactions, (ii) limit Counterparty’s ability to
withhold shares to cover tax liabilities associated with such equity transaction, or (iii) limit Counterparty’s ability to grant stock, restricted stock units and options to “affiliated partners” (as defined in Rule 10b-18) or the ability of such affiliated purchasers to acquire such stock or options, in connection with the Counterparty’s compensation policies for directors, officers or employees of any entities that are
acquisition targets of Counterparty, and in connection with such purchase Counterparty will be deemed to represent to Dealer that such purchase does not constitute a “Rule 10b-18 Purchase” (as
defined in Rule 10b-18) (collectively, “Permitted Purchases”). 
  

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


  

	 	(a)	 Counterparty agrees that it: 



 

	 	(i)	 will not during the period commencing on the Trade Date for any Transaction and ending on the last day of the
Relevant Period or, if applicable, the later of the last day of the Settlement Valuation Period and the last day of the Seller Termination Purchase Period, for such Transaction make, or to the extent within Counterparty’s reasonable control,
permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Merger Announcement”) unless such Merger Announcement is made prior to the
opening or after the close of the regular trading session on the Exchange for the Shares; provided that, upon any Merger Announcement during such period, as applicable, that is made at any time other than prior to the opening or after the
close of the regular trading session on the Exchange for the Shares, the provisions of Section 6(c)(i) hereof shall no longer apply to Dealer; 



  
 16 














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


  

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


  

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


  

	 	(c)	 Any such Merger Announcement or the receipt of a notice with respect thereto by the Dealer may be treated by
the Dealer as a Regulatory Disruption and result in the terms of any Transaction being adjusted by the Dealer in a commercially reasonable manner (solely to account for the economic effect of such Public Announcement on the relevant Transaction as a
result of such Regulatory Disruption) or result in such Transaction being treated as an Additional Termination Event by Dealer. 



“Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule
10b-18(a)(13)(iv) under the Exchange Act pursuant to which the Dealer determines, in its reasonable discretion, that Dealer would be limited in purchasing Shares during the term of the relevant Transaction
under Rule 10b-18 in the same manner that Rule 10b-18 would limit the Counterparty from purchasing Shares of its Common Stock under Rule
10b-18, other than, solely for purposes of this Section 10, any such transaction in which the consideration consists solely of cash and there is no valuation period. For the avoidance of doubt, the
parties agree that the Previously Announced Transaction shall not be deemed a “Merger Transaction” and the Dealer shall not have the right to adjust the terms of the Transaction pursuant to this Section 10 in respect of such
Previously Announced Transaction.  
 Any adjustment to the terms of any Transaction hereunder and the
determination of any amounts due upon termination of any Transaction hereunder as a result of a Merger Transaction shall be made without duplication in respect of any prior adjustment hereunder (including, without limitation, any prior adjustment
pursuant to Section 11 below). 
  

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


  

	 	(a)	 If an Acquisition Transaction Announcement occurs on or prior to the Settlement Date for any Transaction, then
the Calculation Agent shall make such adjustment, in a commercially reasonable manner, to the Forward Price Adjustment Amount as the Calculation Agent determines appropriate, at such time as the Calculation Agent determines appropriate, to account
for the economic effect on the Forward Price Adjustment Amount of such Acquisition Transaction Announcement in accordance with “Method of Adjustment” as set forth in Section 1 above, as amended pursuant to Section 22(a)-(c) of
this Master Confirmation. 



  
 17 














	 	(b)	 “Acquisition Transaction Announcement” means (i) the announcement of an Acquisition
Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result
in an Acquisition Transaction, (iii) the announcement by the Counterparty or any of its subsidiaries of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition
Transaction, (iv) the announcement by a bona fide person of such person’s intention to pursue an Acquisition Transaction that in the good faith commercially reasonable judgment of the Calculation Agent (based on changes in volatility,
stock loan rate, value of any commercially reasonable Hedge Positions in connection with the relevant Transaction and liquidity relevant to the Shares or to the relevant Transaction) is reasonably likely to result in an Acquisition Transaction;
provided that the Calculation Agent shall in good faith determine whether any such person is a bona fide person or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any
announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). 


  

	 	(c)	 “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the
definition of Merger Event shall be read with the references therein to “100%” being replaced by “30%” and references to “50%” being replaced by “75%” and without reference to the clause beginning immediately
following the definition of Reverse Merger therein to the end of such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all
or substantially all of the assets of Counterparty, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction with respect to Counterparty, (iv) any lease, exchange, transfer, disposition (including,
without limitation, by way of spin-off or distribution) of assets (including, without limitation, any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any
of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its subsidiaries exceeds 25% of the market capitalization of Counterparty (measured as of the relevant date of announcement) or (v) any
transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareowners in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange
Act or otherwise). 


 Any adjustment to the terms of any Transaction hereunder as a result of an Acquisition Transaction
Announcement shall be made without duplication in respect of any prior adjustment hereunder (including, without limitation, any prior adjustment pursuant to Section 10 above). 

 

	12.	 Acknowledgments. 



 

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


  

	 	(b)	 Counterparty acknowledges that: 



 

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



 

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


  

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



  
 18 














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


  

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



 

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



 

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


  

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



  
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made by Counterparty, paragraphs 2 through 7 of Annex A hereto shall apply as if (A) such delivery were a settlement of such Transaction to which Net Share Settlement applied, (B) the
Cash Settlement Payment Date were the Early Termination Date or the date of early cancellation or termination, as the case may be, and (C) the Forward Cash Settlement Amount were equal to (x) zero minus (y) the Payment Amount
owed by Counterparty. For the avoidance of doubt, if Counterparty validly elects for the provisions of this Section 15 relating to the delivery of Shares or Alternative Delivery Units, as the case may be, not to apply to any Payment Amount, the
provisions of Article 12 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply. If delivery of Shares or Alternative Delivery Units, as the case may be, is to be made by Dealer
pursuant to this Section 15, the period during which Dealer purchases Shares or Alternative Delivery Units to fulfill its delivery obligations under this Section 15 shall be referred to as the “Seller Termination Purchase
Period”. 

  

	16.	 Calculations and Payment Date upon Early Termination. The parties acknowledge and
agree that in calculating (a) the Close-Out Amount pursuant to Section 6 of the Agreement and (b) the amount due upon cancellation or termination of any Transaction (whether in whole or in part)
pursuant to Article 12 of the Equity Definitions as a result of an Extraordinary Event, Dealer may (but need not) determine such amount based on (i) expected losses assuming a commercially reasonable (including, without limitation, with regard
to reasonable legal and regulatory guidelines customary for transactions of this type) risk bid were used to determine loss or (ii) the price at which one or more market participants would offer to sell to the Seller a block of shares of Common
Stock equal in number to the Seller’s hedge position in relation to the relevant Transaction. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement or Article 12 of the Equity Definitions, all amounts calculated as
being due in respect of an Early Termination Date under Section 6(e) of the Agreement or upon cancellation or termination of the relevant Transaction under Article 12 of the Equity Definitions will be payable on the day that notice of the
amount payable is effective; provided that if Counterparty elects to receive or deliver Shares or Alternative Delivery Units in accordance with Section 15, such Shares or Alternative Delivery Units shall be delivered on a date selected
by Dealer as promptly as practicable. 


  

	17.	 Limit on Beneficial Ownership. Notwithstanding anything to the contrary in this
Master Confirmation, Counterparty acknowledges and agrees that, on any day, Dealer shall not be obligated to receive from Counterparty any Shares, and Counterparty shall not be entitled to deliver to Dealer any Shares, to the extent (but only to the
extent) that after such transactions Dealer’s ultimate parent entity would directly or indirectly “beneficially own” (as such term is defined for purposes of Section 13(d) of the Exchange Act) at any time on such day in excess of
8% of the outstanding Shares. Any purported receipt of Shares shall be void and have no effect to the extent (but only to the extent) that after such receipt, Dealer’s ultimate parent entity would directly or indirectly so beneficially own in
excess of 8% of the outstanding Shares. If, on any day, any receipt of Shares by Dealer is not effected, in whole or in part, as a result of this Section 17, Counterparty’s obligations to deliver such Shares shall not be extinguished and
any such delivery shall be effected over time by Counterparty as promptly as Dealer determines, such that after any such delivery, Dealer’s ultimate parent entity would not directly or indirectly beneficially own in excess of 8% of the
outstanding Shares. 


  

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


  

	19.	 Additional Termination Events. 



 

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


  

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



  
 20 














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


  

	21.	 Assignment and Transfer. Notwithstanding anything to the contrary in the Agreement,
without the consent of Counterparty, Dealer may assign any of its rights or duties hereunder to any one or more of its Affiliates (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of
such assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used generally for similar transactions, by Dealer or Dealer’s ultimate parent; provided that, at the
time of such assignment (i) Counterparty will not be required to pay (including a payment in kind) to the transferee any amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e) of the Agreement) greater than the amount in respect of which Counterparty would have been required to pay to Dealer in the absence of such transfer; and (ii) Counterparty will not receive any payment
(including a payment in kind) from which an amount had been withheld or deducted, on account of a Tax under Section 2(d)(i) of the Agreement (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e) of the Agreement), in excess
of that which Dealer would have been required to so withhold or deduct in the absence of such transfer, except to the extent that the transferee will be required to make additional payments pursuant to Section 2(d)(i)(4) of the Agreement in
respect of such excess. Notwithstanding any other provision in this Master Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate
any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of any Transaction and any such designee may assume such obligations. Dealer may assign the
right to receive Settlement Shares to any third party who may legally receive Settlement Shares. Dealer shall be discharged of its obligations to Counterparty only to the extent of any such performance. For the avoidance of doubt, Dealer hereby
acknowledges that notwithstanding any such designation hereunder, to the extent any of Dealer’s obligations in respect of any Transaction are not completed by its designee, Dealer shall be obligated to continue to perform or to cause any other
of its designees to perform in respect of such obligations. 


  

	22.	 Amendments to the Equity Definitions. 



 

	 	(a)	 Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or
concentrative” and replacing them with the words “in the commercially reasonable judgment of the Calculation Agent, a material economic”; and adding the phrase “or such Transaction” at the end of the sentence.



  

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



 

	 	(c)	 Section 11.2(e) of the Equity Definitions is hereby amended by deleting clause (iii) thereof in its
entirety. Section 11.2(e)(v) of the Equity Definitions is amended by adding the words “at a premium to the current market price thereof (other than in connection with Permitted Purchases)” after the word “Shares” in such
Section. Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative” and replacing them with the words “in the commercially reasonable judgement of the Calculation Agent, a
material economic”; and adding the phrase “or the relevant Transaction” at the end of the sentence. 



  
 21 














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



 

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



 

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


  

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


  

	 	(f)	 Section 12.9(b)(v) of the Equity Definitions is hereby amended by adding the phrase “;
provided that the Non-Hedging Party may so elect to terminate the relevant Transaction only if the Non-Hedging Party represents and warrants to the Hedging Party
in writing on the date it notifies the Hedging Party of such election that, as of such date, the Non-Hedging Party is not aware of any material non-public information
regarding Counterparty or the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws” immediately prior to the period at the end of subsection (C).



  

	 	(g)	 Section 12.9(b)(v) of the Equity Definitions is hereby amended by deleting clause (X) in the final
sentence. 


  

	23.	 Reserved. 



 

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



 

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


  

	26.	 Delivery of Cash. For the avoidance of doubt, other than payment of the Prepayment
Amount by Buyer, nothing in this Master Confirmation shall be interpreted as requiring Buyer to cash settle any Transaction hereunder, except in circumstances where cash settlement is within Buyer’s control (including, without limitation, where
Buyer elects to deliver or receive cash, where Buyer fails timely to elect to deliver Settlement Shares pursuant Annex A hereof in settlement of any Transaction hereunder or to deliver or receive Alternative Termination Delivery Units, or where
Buyer has made settlement by delivery of Unregistered Settlement Shares in accordance with Annex A hereof unavailable due to the occurrence of events within its control) or in those circumstances in which holders of the Shares would also receive
cash. 



  
 22 














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



 

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


  

	29.	 Method of Delivery. Whenever delivery of funds or other assets is required
hereunder by or to Counterparty, such delivery shall be effected through the Agent. In addition, all notices, demands and communications of any kind relating to any Transaction between Dealer and Counterparty shall be transmitted exclusively through
the Agent. 


  

	30.	 Resolution Stay Protocol. Subject to the below, the provisions set out in the
Attachment to the ISDA 2015 Universal Resolution Stay Protocol as published by the International Swaps and Derivatives Association on 4 November 2015 (“Protocol”), and any additional Country Annex that has been published from
time to time and to which Counterparty has adhered are, mutadis mutandis, incorporated by reference, into this Agreement as though such provisions and definitions were set out in full herein, with any such conforming changes as are necessary
to deal with what would otherwise be inappropriate or incorrect cross-references. References in the Protocol: 


  

	 	(c)	 the “Adhering Party” shall be deemed to be references to the parties to this Agreement;



  

	 	(d)	 the “Adherence Letter” shall be deemed to be references to this Agreement; 



 

	 	(e)	 the “Implementation Date” shall be deemed to be references to the date of this Agreement; and



  

	 	(f)	 this Agreement shall be deemed a “Covered Agreement.” 



 

	31.	 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. The
parties agree that the terms of the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA on July 19, 2013 (“Protocol”) apply to the Agreement as if the parties had adhered to the Protocol
without amendment. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this section (and
references to “such party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii)
references to “Protocol Covered Agreement” shall be deemed to be references to the Agreement (and each “Protocol Covered Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be
deemed to be references to the date of this Master Confirmation. For the purposes of this section: 


  

	 	(a)	 Dealer is a Portfolio Data Sending Entity and Counterparty is a Portfolio Data Receiving Entity;



  

	 	(b)	 Dealer and Counterparty may use a Third Party Service Provider, and each of Dealer and Counterparty consents to
such use including the communication of the relevant data in relation to Dealer and Counterparty to such Third Party Service Provider for the purposes of the reconciliation services provided by such entity. 



  
 23 














	 	(c)	 The Local Business Days for such purposes in relation to Dealer and Counterparty is New York, New York, USA.



  

	 	(d)	 The provisions in this paragraph shall survive the termination of this Transaction. 



 

	 	(e)	 The following are the applicable email addresses. 



 

			
	Portfolio Data:	  	Dealer: collateral.disputes@db.com
		
		  	Counterparty: kjones@rambus.com
		
	Notice of discrepancy:	  	Dealer: collateral.disputes@db.com
		
		  	Counterparty: kjones@rambus.com
		
	Dispute Notice:	  	Dealer: collateral.disputes@db.com
		
		  	Counterparty: kjones@rambus.com

  

	32.	 NFC Representation Protocol.     The parties agree that the
provisions set out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation Protocol”) shall apply to the Agreement as if each party were an Adhering Party
under the terms of the NFC Representation Protocol. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to
be to this section (and references to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into the
Agreement”, (iii) references to “Covered Master Agreement” shall be deemed to be references to the Agreement (and each “Covered Master Agreement” shall be read accordingly), and (iv) references to
“Implementation Date” shall be deemed to be references to the date of this Master Confirmation. Counterparty confirms that it enters into this Master Confirmation as a party making the NFC Representation (as such term is defined in the NFC
Representation Protocol). Counterparty shall promptly notify Dealer of any change to its status as a party making the NFC Representation. 


  

	33.	 Transaction Reporting—Consent for Disclosure of Information. Notwithstanding anything
to the contrary herein or in the Agreement or any non-disclosure, confidentiality or other agreements entered into between the parties from time to time, each party hereby consents to the Disclosure of
information (the “Reporting Consent”): 


  

	 	(f)	 to the extent required by, or necessary in order to comply with, any applicable law, rule or regulation which
mandates Disclosure of transaction and similar information or to the extent required by, or necessary in order to comply with, any order, request or directive regarding Disclosure of transaction and similar information issued by any relevant
authority or body or agency (“Reporting Requirements”); or 


  

	 	(g)	 to and between the other party’s head office, branches or affiliates; to any person, agent, third party or
entity who provides services to such other party or its head office, branches or affiliates; to a Market; or to any trade data repository or any systems or services operated by any trade repository or Market, in each case, in connection with such
Reporting Requirements. 


 “Disclosure” means disclosure, reporting, retention, or any action similar or
analogous to any of the aforementioned. 
 “Market” means any exchange, regulated market, clearing house, central clearing
counterparty or multilateral trading facility. 

  
 24 













 Disclosures made pursuant to this Reporting Consent may include, without limitation,
Disclosure of information relating to disputes over transactions between the parties, a party’s identity, and certain transaction and pricing data and may result in such information becoming available to the public or recipients in a
jurisdiction which may have a different level of protection for personal data from that of the relevant party’s home jurisdiction. 

This Reporting Consent shall be deemed to constitute an agreement between the parties with respect to Disclosure in general and shall survive
the termination of this Confirmation. No amendment to or termination of this Reporting Consent shall be effective unless such amendment or termination is made in writing between the parties and specifically refers to this Reporting Consent. 

 

	34.	 Withholding Tax Imposed 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 Internal Revenue Code of 1986, as amended (the
“Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding
of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 


  

	35.	 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 Code or any regulations issued thereunder. 



 

	36.	 CARES Act. Counterparty acknowledges that the Transaction may constitute a purchase
of its equity securities. Counterparty further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), 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 has not applied for, and has no present intention to apply, prior to the termination or settlement of this Transaction, 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) requires, as a condition of such Governmental Financial Assistance, that Counterparty agree, attest, certify or
warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty. 



  
 25 













 Please confirm that the foregoing correctly sets forth the terms of our agreement by sending
to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. Dealer will make the time of
execution of the Transaction available upon request. 
 Dealer is authorised for the conduct of certain activities by the Prudential
Regulation Authority. It is subject to limited regulation by the Financial Conduct Authority and by the Prudential Regulation Authority. 
  

			
	 DEUTSCHE BANK AG, LONDON BRANCH 

		
	By:	 	/s/ Diana Nott
	Name:	 	Diana Nott
	Title:	 	Managing Director


			
		
	By:	 	/s/ Joachim Sciard
	Name:	 	Joachim Sciard
	Title:	 	Director


			
	
	 DEUTSCHE BANK SECURITIES INC.,

acting solely as Agent in connection with the Transaction 

		
	By:	 	/s/ Diana Nott
	Name:	 	Diana Nott
	Title:	 	Managing Director


			
		
	By:	 	/s/ Joachim Sciard
	Name:	 	Joachim Sciard
	Title:	 	Director


			
	
	 Accepted and confirmed

as of the date first set

forth above:
  

RAMBUS, INC.

		
	By:	 	/s/ Rahul Mathur
		 	Authorized Signatory
		 	 Name: Rahul Mathur, SVP & CFO
  


 Chairman of the Supervisory Board: Paul Achleitner. 

Management Board: Christian Sewing (Chairman), Karl von Rohr, Fabrizio Campelli, Frank Kuhnke, Bernd Leukert, Stuart Lewis, James von Moltke,
Christiana Riley, Werner Steinmüller. 
  

			
	Deutsche Bank AG is authorised under German Banking Law (competent authorities: European Central Bank and the BaFin, Germany’s Federal Financial Supervisory Authority) and, in the United Kingdom, by the
Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by the BaFin, and is subject to limited regulation in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority.	  	Deutsche Bank AG is a joint stock corporation with limited liability incorporated in the Federal
Republic of Germany, Local Court of Frankfurt am Main, HRB No. 30 000; Branch Registration
in
England and Wales BR000005 and Registered Address: Winchester House, 1 Great Winchester
Street, London EC2N 2DB. Deutsche Bank AG, London Branch is a member of the London Stock
Exchange. (Details about the extent of our authorisation and
regulation in the United Kingdom are
available on request or from www.db.com/en/content/eu_disclosures.htm)













 SCHEDULE A 

FORM OF SUPPLEMENTAL CONFIRMATION 
  

			
		  	 Deutsche Bank




  
 Deutsche Bank AG, London Branch

Winchester house
 1 Great Winchester St, London EC2N 2DB

Telephone: 44 20 7545 8000
  

c/o Deutsche Bank Securities Inc.
 60 Wall Street

New York, NY 10005
 Telephone: 212-250-2500


 Internal Reference:
[                 ] 
 June [•], 2021 

 

	To:	 Rambus, Inc. 



	 	 1050 Enterprise Way, Suite 700 



	 	 Sunnyvale, California 94089 



	 	 Attention: Treasurer 



	 	 Telephone No.: (408) 462-8000 



	 	 Facsimile No.: (408) 462-8001 



 

	Re:	 Supplemental Confirmation—Uncollared Accelerated Share Repurchase 



The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Deutsche Bank AG,
London Branch (“Dealer”), through its agent Deutsche Bank Securities Inc. (the “Agent”) and Rambus, Inc., a Delaware corporation (“Counterparty”) on the Trade Date specified below. This Supplemental
Confirmation is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below. 
 1. This
Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation, dated as of June [•], 2021 (the “Master Confirmation”), between Dealer and Counterparty, as amended and supplemented from time to
time. All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below. 
 2. The terms of the
Transaction to which this Supplemental Confirmation relates are as follows: 
  

			
		
	Trade Date:	  	June [•], 2021
		
	Forward Price Adjustment Amount:	  	USD [___]
		
	Calculation Period Start Date:	  	[___________]
		
	Scheduled Termination Date:	  	[___________]
		
	Final Termination Date:	  	[___________]1
		
	First Acceleration Date:	  	[___________]

  
  

	1 	 To be a date 3 months after the Scheduled Termination Date. 



  
 Schedule A-1 














			
		
	Prepayment Amount:	  	USD [___________]
		
	Prepayment Date:	  	June [•], 2021
		
	Initial Shares:	  	[___] Shares; provided that if, in connection with the Transaction, Dealer is unable, after using commercially reasonable efforts, to borrow or otherwise acquire a number of Shares equal to the Initial Shares for delivery to
Counterparty on the Initial Share Delivery Date, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to such number of Shares that Dealer is able to so borrow or otherwise acquire; provided further that if the Initial
Shares are reduced as provided in the preceding proviso, then Dealer shall use commercially reasonable efforts to borrow or otherwise acquire an additional number of Shares equal to the shortfall in the Initial Shares delivered on the Initial Share
Delivery Date and shall deliver such additional Shares as promptly as practicable, and all Shares so delivered shall be considered Initial Shares. All Shares delivered to Counterparty in respect of the Transaction pursuant to this paragraph shall be
the “Initial Shares” for purposes of “Number of Shares to be Delivered” in the Master Confirmation.
		
	Initial Share Delivery Date:	  	June [•], 2021
		
	Maximum Stock Loan Rate:	  	75 basis points per annum
		
	Initial Stock Loan Rate:	  	25 basis points per annum
		
	Maximum Number of Shares:	  	[____]2 Shares
		
	Floor Price:	  	USD 1.00 per Share
		
	Termination Price:	  	USD [____]3 per Share
		
	Additional Relevant Days:	  	The five (5) Exchange Business Days immediately following the Calculation Period.
		
	Reserved Shares:	  	Notwithstanding anything to the contrary in the Master Confirmation, as of the date of this Supplemental Confirmation, the Reserved Shares shall be equal to [___] Shares.

 3. Counterparty represents and warrants to Dealer that neither it nor any “affiliated purchaser” (as defined in Rule
10b-18 under the Exchange Act) has made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during either (i) the four full
calendar weeks immediately preceding the Trade Date or (ii) during the calendar week in which the Trade Date occurs, except as set forth in any notice delivered pursuant to Section 6(b)(xi) of the Master Confirmation. 

 
  

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



	3 	 To be approximately 50% of the closing Share price on the Trade Date. 



  
 Schedule A-2 













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

  
 Schedule A-3 













 Please confirm that the foregoing correctly sets forth the terms of our agreement by sending
to us a letter or telex substantially similar to this facsimile, which letter or telex sets forth the material terms of the Transaction to which this Supplemental Confirmation relates and indicates your agreement to those terms. Dealer will make the
time of execution of the Transaction available upon request. 
 Dealer is authorised for the conduct of certain activities by the Prudential
Regulation Authority. It is subject to limited regulation by the Financial Conduct Authority and by the Prudential Regulation Authority. 
  

			
	DEUTSCHE BANK AG, LONDON BRANCH
		
	By:	 	 
	Name:	 	
	Title:	 	
		
	By:	 	 
	Name:	 	
	Title:	 	

  

			
	DEUTSCHE BANK SECURITIES INC.,
	acting solely as Agent in connection with the Transaction
		
	By:	 	 
	Name:	 	
	Title:	 	
		
	By:	 	 
	Name:	 	
	Title:	 	

  

			
	Accepted and confirmed as of the Trade Date:
	
	RAMBUS, INC.
		
	By:	 	 
		 	Authorized Signatory
		 	Name:


  
 Schedule A-4 













 SCHEDULE B 

FORM OF CERTIFICATE OF RULE 10B-18 PURCHASES 

 

			
	[Letterhead of Counterparty]	  	
		
		  	Deutsche Bank




		
		  	Deutsche Bank AG, London Branch
		  	Winchester house
		  	1 Great Winchester St, London EC2N 2DB
		  	Telephone: 44 20 7545 8000
		
		  	c/o Deutsche Bank Securities Inc.
		  	60 Wall Street
		  	New York, NY 10005
		  	Telephone: 212-250-2500

  

	Re:	 Uncollared Accelerated Share Repurchase 



Ladies and Gentlemen: 
 In connection with our
entry into the Master Confirmation, dated as of June 15, 2021, between Deutsche Bank AG, London Branch (“Dealer”), through its agent Deutsche Bank Securities Inc. (the “Agent”) and Rambus, Inc., a Delaware
corporation, as amended and supplemented from time to time (the “Master Confirmation”), we hereby represent that set forth below is the total number of shares of our common stock purchased by or for us or any of our affiliated
purchasers in Rule 10b-18 purchases of blocks (all as defined in Rule 10b-18 under the Securities Exchange Act of 1934) pursuant to the once-a-week block exception set forth in Rule 10b-18(b)(4) during the four full calendar weeks immediately preceding the first day of the [Calculation
Period][Settlement Valuation Period][Seller Termination Purchase Period] (as defined in the Master Confirmation) and the week during which the first day of such [Calculation Period][Settlement Valuation Period][Seller Termination Purchase Period]
occurs. 
 Number of Shares: __________________ 
 We
understand that you will use this information in calculating trading volume for purposes of Rule 10b-18. 
  

	
	Very truly yours,
	
	RAMBUS, INC.
	
	By:
	Authorized Signatory
	Name:


  
 Schedule B 













 ANNEX A 

COUNTERPARTY SETTLEMENT PROVISIONS 

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

 

			
	Settlement Currency:	  	USD
		
	Settlement Method Election:	  	Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and
(ii) the Electing Party may make a settlement method election only if the Electing Party represents and warrants to Dealer in writing on the date it notifies Dealer of its election that, as of such date, the Electing Party is not aware of any
material non-public information regarding Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal securities
laws.
		
	Electing Party:	  	Counterparty
		
	Settlement Method Election Date:	  	The earlier of (x) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case election under Section 7.1 of the Equity Definitions shall be made no later than 10 minutes prior to
the open of trading on the Exchange on such second Exchange Business Day) and (y) the Scheduled Termination Date (such earlier date, the “Scheduled Settlement Election Date”).
		
	Default Settlement Method:	  	Cash Settlement
		
	Forward Cash Settlement Amount:	  	An amount equal to (a) the Number of Shares to be Delivered, multiplied by (b) the Settlement Price.
		
	Settlement Price:	  	An amount equal to the average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation.


  
 Annex A-1 














			
	Settlement Valuation Period:	  	A number of Scheduled Trading Days selected by Dealer in its commercially reasonable discretion, beginning on the Scheduled Trading Day immediately following the Termination Date. Dealer shall notify Counterparty of the last
Scheduled Trading Day of the Settlement Valuation Period on or prior to the Exchange Business Day immediately following such last Scheduled Trading Day.
		
	Cash Settlement:	  	If Cash Settlement is applicable, then Buyer shall pay to Seller the absolute value of the Forward Cash Settlement Amount on the Cash Settlement Payment Date.
		
	Cash Settlement Payment Date:	  	The later of (x) the Exchange Business Day immediately following the last day of the Settlement Valuation Period and (y) the earlier of the Exchange Business Day immediately following the date of Counterparty’s
Settlement Method Election and the Settlement Method Election Date.
		
	Net Share Settlement Procedures:	  	If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs 2 through 7 below.

 2. Net Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number of Shares
satisfying the conditions set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such conditions (the “Unregistered Settlement Shares”), in either case with a value
equal to the absolute value of the Forward Cash Settlement Amount, with such Shares’ value based on the value thereof to Dealer (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially reasonable
illiquidity discount), in each case as determined by the Calculation Agent in good faith and a commercially reasonable manner. If all of the conditions for delivery of either Registered Settlement Shares or Unregistered Settlement Shares have not
been satisfied, Cash Settlement shall be applicable in accordance with paragraph 1 above notwithstanding Counterparty’s election of Net Share Settlement. 

3. Counterparty may only deliver Registered Settlement Shares pursuant to paragraph 2 above if: 

(a) a registration statement covering public resale of the Registered Settlement Shares by Dealer (the “Registration
Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in effect with respect to
the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including, without limitation, any prospectus supplement thereto, the “Prospectus”) shall have been delivered to Dealer, in such
quantities as Dealer shall reasonably have requested, on or prior to the date of delivery; 
 (b) the form and content of the Registration
Statement and the Prospectus (including, without limitation, any sections describing the plan of distribution) shall be reasonably satisfactory to Dealer; 

(c) as of or prior to the date of delivery, Dealer and its agents shall have been afforded a reasonable opportunity to conduct a due diligence
investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities for companies of a similar size in a similar industry (provided that prior to receiving or being granted access to any such
information, Dealer and any such agent may be required by Counterparty to enter into a customary nondisclosure agreement with Counterparty in respect of any such due diligence investigation) and the results of such investigation are satisfactory to
Dealer, in its judgment; and 
 (d) as of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been
entered into with Dealer in connection with the public resale of the Registered Settlement Shares by Dealer substantially similar to underwriting agreements customary for underwritten offerings of equity securities for companies of a similar size in
a similar industry, in form and substance reasonably satisfactory to Dealer, which Underwriting Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating, without
limitation, to the mutual indemnification of, and contribution in connection with the liability of, the parties and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters. 

  
 Annex A-2 













 4. If Counterparty delivers Unregistered Settlement Shares pursuant to paragraph 2 above:

 (a) all Unregistered Settlement Shares shall be delivered to Dealer (or any Affiliate of Dealer designated by Dealer) pursuant to the
exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; 
 (b) as of or prior to the
date of delivery, Dealer and any potential purchaser of any such shares from Dealer (or any Affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence
investigation with respect to Counterparty customary in scope for private placements of equity securities of similar size by issuers similar to Counterparty (including, without limitation, the right to have made available to them for inspection all
relevant financial and other records, pertinent corporate documents and other information reasonably requested by them); provided that prior to receiving or being granted access to any such information, any such Dealer (or Affiliate) or
potential purchaser may be required by Counterparty to enter into a customary nondisclosure agreement with Counterparty in respect of any such due diligence investigation; 

(c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or
any Affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such Affiliate) and the private resale of such shares by Dealer (or any such Affiliate), substantially similar to
private placement purchase agreements customary for private placements of equity securities for companies of a similar size in a similar industry, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement
Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the mutual indemnification of, and contribution in connection with the
liability of, the parties and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all reasonable fees and actual, documented out-of-pocket expenses of Dealer (and any such Affiliate) in connection with such resale, including, without limitation, all reasonable fees and actual, documented out-of-pocket expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of the parties reasonably necessary or advisable to
establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and 

(d) in connection with the private placement of such shares by Counterparty to Dealer (or any such Affiliate) and the private resale of such
shares by Dealer (or any such Affiliate), Counterparty shall, if so requested by Dealer, prepare, in cooperation with Dealer, a private placement memorandum in form and substance reasonably satisfactory to Dealer for companies of a similar size and
in a similar industry. 
 5. Dealer, itself or through an Affiliate (the “Selling Agent”) or any underwriter(s), will sell
all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement Shares”) delivered by
Counterparty to Dealer pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales, as determined by Dealer, is equal to
the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale Date”). If Counterparty is prohibited by law or by contract from disclosing all material non-public
information known to Counterparty with respect to Counterparty and the Shares to any potential purchasers of such Settlement Shares, then the sale of such Settlement Shares shall not be required to commence until the earlier of (x) the 30th
calendar day immediately following the Cash Settlement Payment Date and (y) the first date immediately following the Cash Settlement Payment Date on which Counterparty reasonably concludes that it is able to disclose such information. If the
proceeds of any sale(s) made by Dealer, the Selling Agent or any underwriter(s), net of any commercially reasonable fees and commissions (including, without limitation, underwriting or placement fees) customary for similar transactions under the
circumstances at the time of the offering, together with commercially reasonable carrying charges and expenses incurred in connection with the offer and sale of the Shares (including, without limitation, the covering of any over-allotment or short
position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the Forward Cash Settlement Amount, Dealer will refund, in USD, such excess to Counterparty on the date that is three (3) Currency Business
Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold, Dealer shall return to Counterparty on that date such unsold Shares. 

6. If the Calculation Agent determines in its commercially reasonable discretion that the Net Proceeds received from the sale of the
Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount 

  
 Annex A-3 













 
(the amount in USD by which the Net Proceeds are less than the absolute value of the Forward Cash Settlement Amount being the “Shortfall” and the date on which such determination
is made, the “Deficiency Determination Date”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to Dealer, through the Selling
Agent, a notice of Counterparty’s election that Counterparty shall either (i) pay an amount in cash equal to the Shortfall on the day that is one Currency Business Day after the Makewhole Notice Date, or (ii) deliver additional
Shares. If Counterparty elects to deliver to Dealer additional Shares, then Counterparty shall deliver additional Shares in compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole
Shares”), on the first Clearance System Business Day which is also an Exchange Business Day following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business
Day equal to the Shortfall. Such Makewhole Shares shall be sold by Dealer in accordance with the provisions above; provided that if the sum of the Net Proceeds from the sale of the originally delivered Shares and the Net Proceeds from the
sale of any Makewhole Shares is less than the absolute value of the Forward Cash Settlement Amount then Counterparty shall, at its election, either make such cash payment or deliver to Dealer further Makewhole Shares until such Shortfall has been
reduced to zero. 
 7. Notwithstanding the foregoing, in no event shall the aggregate number of Settlement Shares for any Transaction be
greater than the Reserved Shares minus the amount of any Shares actually delivered by Counterparty under any other Transaction under this Master Confirmation (the result of such calculation, the “Capped Number”). Counterparty
represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula: 

A – B 
  

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

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


  
 Annex A-4 













 ANNEX B 

COMMUNICATIONS PROCEDURES 

June [●], 2021 
  

	 	I.	 Introduction 



Rambus, Inc. (“Counterparty”) and Deutsche Bank AG, London Branch (“Dealer”), through its agent Deutsche
Bank Securities Inc. (the “Agent”) have adopted these communications procedures (the “Communications Procedures”) in connection with entering into the Master Confirmation (the “Master
Confirmation”), dated as of June 15, 2021, between Dealer and Counterparty relating to Uncollared Accelerated Share Repurchase transactions. These Communications Procedures supplement, form part of, and are subject to the Master
Confirmation. 
  

	 	II.	 Communications Rules 



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

	 	III.	 Termination 



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

	 	IV.	 Definitions 



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

“Designee” means a person designated, in writing or orally, by Counterparty to communicate with Dealer on behalf of
Counterparty. 
 “Permitted Contact” means any of Diana Nott and Michael Fortino or any of their designees; provided
that Dealer may amend the list of Permitted Contacts by delivering a revised list of Permitted Contacts to Counterparty (which amended list shall become effective on the third Exchange Business-Day immediately
following delivery of such list by Dealer to Counterparty). 

  
 Annex B-1 













 “Trading Personnel” means Graham Orton, Ganapathy Pattabiraman and any
other Employee of the public side of the trading group of Dealer; provided that Dealer may amend the list of Trading Personnel by delivering a revised list of Trading Personnel to Counterparty (which amended list shall become effective on the
third Exchange Business Day immediately following delivery of such list by Dealer to Counterparty); and provided further that, for the avoidance of doubt, the persons listed as Permitted Contacts are not Trading Personnel. 

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

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

  
 Annex B-2