Exhibit 10.39


 


 




 


 





	To:	Tiffany
        & Co.


        200
        Fifth Avenue


        New
        York, New York 10010


        United
        States of America

        
	 	 
	From:	UBS
        AG, London Branch


        c/o
        UBS Securities LLC


        1285
        Avenue of the Americas


        New
        York, NY 10019

        
	 	 
	Re:	Accelerated
    Stock Repurchase
	 	 
	Ref.
    No:	As
    provided in the Supplemental Confirmation
	 	 
	Date:	May
    31, 2018
	 	 


 


This
master confirmation (this “Master Confirmation”), dated as of May 31, 2018 is intended to set forth
certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to
time between UBS AG, London Branch (“Dealer”), through its agent UBS Securities, LLC and Tiffany & Co.
(“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 substantially in the form of Schedule A hereto (a “Supplemental
Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to
this Master Confirmation. This Master Confirmation and each Supplemental Confirmation together shall constitute a
“Confirmation” as referred to in the Agreement specified below.


 


The
definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation. This
Master Confirmation and each Supplemental Confirmation evidence a complete binding agreement between Counterparty and 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.


 


This
Master Confirmation and each Supplemental Confirmation supplement, form a part of, and are subject to an agreement in the form
of the ISDA 2002 Master Agreement (the “Agreement”) as if Dealer and Counterparty had executed the Agreement
on the date of this Master Confirmation (but without any Schedule except for (i) the election of the law of the State of New York
as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election that Multiple Transaction
Payment Netting will apply to any Transaction that constitutes an Equity Contract (as defined in Section 14 below) and (iii) the
election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Dealer and Counterparty, with (a)
the “Threshold Amount” with respect to the Dealer equal to two percent of Dealer’s shareholders’ equity
on a consolidated basis as specified in its latest publicly available financials (or its equivalent in another currency) and the
“Threshold Amount” with respect to the Counterparty equal to USD 40 million and (b) the deletion of the words “,
or becoming capable at such time of being declared,” from clause (1) of Section 5(a)(vi).


 


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.


 






     


    


    

 


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, any Supplemental Confirmation and the Equity Definitions, the following will
prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this 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:	Common
                                         stock, par value $0.01 per share, of Counterparty (Ticker: “TIF”).



 


		Exchange:	The
                                         New York Stock Exchange



 





		Related
                               Exchange(s):	All Exchanges.


 


		Prepayment/Variable	 








		Obligation:	Applicable


  





		Prepayment
                               Amount:	For each Transaction, as
            set forth in the related Supplemental Confirmation.


 





		Prepayment
                               Date:	For each Transaction, as
              set forth in the related Supplemental Confirmation.


  


		Valuation:	



 


		VWAP
                               Price:	For
                                         any Calculation Date, subject to “Valuation Disruption” below, the Rule 10b-18
                                         volume-weighted average price per Share for the regular trading session (including any
                                         extensions thereof) of the Exchange on such Calculation Date (without regard to pre-open
                                         or after hours trading outside of such regular trading session for such Calculation Date),
                                         as published by Bloomberg at 4:15 p.m. New York City time (or 15 minutes following the
                                         end of any extension of the regular trading session) on such Calculation Date, on Bloomberg
                                         page “TIF US <Equity> AQR_SEC” (or any successor thereto), or if such
                                         price is not so reported on such Calculation Date for any reason or is, in the Calculation
                                         Agent’s commercially reasonable determination, manifestly erroneous, as determined
                                         by the Calculation Agent in a commercially reasonable manner. For purposes of calculating
                                         the VWAP Price, the Calculation Agent will include only those trades that are reported
                                         during the period of time during which Counterparty could purchase its own shares under
                                         Rule 10b-18(b)(2) and are effected pursuant to the conditions of Rule 10b-18(b)(3), each
                                         under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
                                         (such trades, “Rule 10b-18 eligible transactions”).



 


		Forward
                               Price:	The
                                         arithmetic average of the VWAP Prices for the Calculation Dates in the Calculation Period,
                                         subject to “Valuation Disruption” below.



 






     2


    


    

 


		Calculation
                               Date:	For
                                         each Transaction, any date that is both an Exchange Business Day and is set forth as
                                         a Calculation Date in the related Supplemental Confirmation.



 


		Forward Price

                                                                        Adjustment
Amount:
	For each Transaction, as
            set forth in the related Supplemental Confirmation.


  


		Calculation
                               Period:	The
                                         period from and including the Calculation Period Start Date to and including the Termination
                                         Date.



 


		Calculation
                               Period Start Date:	For each Transaction,
                as set forth in the related Supplemental Confirmation.



 


		Termination
                               Date:	The
                                         Scheduled Termination Date; provided that Dealer shall have the right to designate
                                         any Calculation Date on or after the First Acceleration Date to be the Termination Date
                                         (the “Accelerated Termination Date”) for the entire remaining Prepayment
                                         Amount or a portion thereof equal to no less than 25% of the initial Prepayment Amount,
                                         in either case by delivering notice to Counterparty of any such designation prior to
                                         8:00 p.m. New York City time on the Calculation Date immediately following the designated
                                         Accelerated Termination Date; provided, however, that Dealer may designate no
                                         more than four (4) Accelerated Termination Dates in respect of a single Transaction.



 


In
the case of any acceleration of the Termination Date in part for any Transaction (a “Partial Acceleration”),
(i) Dealer shall specify in its written notice to Counterparty accelerating the Termination Date the portion of the Prepayment
Amount for such Transaction that is subject to valuation on such Termination Date and (ii) the Calculation Agent shall make appropriate
technical adjustments in a commercially reasonable manner to the terms of such Transaction to reflect the partial settlement of
the Prepayment Amount (including cumulative adjustments to take into account all Partial Accelerations that occur during the term
of such Transaction).


 





		Scheduled
                               Termination Date:	For each Transaction, as set
          forth in the related Supplemental Confirmation, subject to postponement as provided in “Valuation Disruption”
          below.


 


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



 


		Valuation
                               Disruption:	The
                                         definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions
                                         is hereby amended by deleting the words “at any time during the one-hour period
                                         that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time
                                         or Knock-out Valuation Time, as the case may be” and inserting the words “at
                                         any time on any Scheduled Trading Day during the Calculation Period or Settlement Valuation
                                         Period” after the word “material,” in the third line thereof.



 


Section
6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled
Closing Time” in the fourth line thereof.


 






     3


    


    

 


Notwithstanding
anything to the contrary in the Equity Definitions, whenever a Disrupted Day occurs on a Calculation Date (i) in the Calculation
Period, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the First Acceleration Date
and the Scheduled Termination Date, or (ii) in the Settlement Valuation Period, the Calculation Agent may extend the Settlement
Valuation Period, in each case, by one Calculation Date by delivering notice in writing to Counterparty of such postponement or
extension and any related adjustments within two (2) Scheduled Trading Days of such Disrupted Day or, if earlier, the previously
scheduled Scheduled Termination Date or last day of the Settlement Valuation Period, as applicable. If any such Disrupted Day
is a Disrupted Day because of a Market Disruption Event (or a deemed Market Disruption Event as provided herein), the Calculation
Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted
Day shall not be included for purposes of determining the Forward Price or the Settlement Price, as the case may be, or (ii) such
Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the
Calculation Agent based on Rule 10b-18 eligible transactions in the Shares on such Disrupted Day effected before the relevant
Market Disruption Event occurred and/or after the relevant Market Disruption Event ended, and the weighting of the VWAP Price
for the relevant Calculation Dates during the Calculation Period or the Settlement Valuation Period, as the case may be, shall
be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Forward Price or the
Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption
Event and the volume, historical trading patterns and price of the Shares, and the Calculation Agent shall provide Counterparty
notice of any such adjustments promptly following such partially Disrupted Day. Any Calculation Date on which the Exchange is
scheduled to close prior to its normal close of trading shall be deemed to be a Disrupted Day in full.


 


If
a Disrupted Day occurs on a Calculation Date during the Calculation Period or the Settlement Valuation Period, as the case may
be, and each of the four immediately following Calculation Dates is a Disrupted Day, then the Calculation Agent, in its good faith
and commercially reasonable discretion, may deem such fourth Calculation Date to be a Calculation Date that is not a Disrupted
Day and determine the VWAP Price for such Calculation Date using its good faith and commercially reasonable estimate of the value
of the Shares on such Calculation Date based on the volume, historical trading patterns and price of the Shares and such other
commercially reasonable factors as it deems reasonably appropriate.


 


Settlement
Terms:


 


		Settlement
                               Procedures:	If
                                         the Number of Shares to be Delivered is positive, Physical Settlement shall be applicable;
                                         provided that Dealer does not, and shall not, make the agreement or the representations
                                         set forth in Section 9.11 of the Equity Definitions related only to the restrictions
                                         imposed by applicable securities laws with respect to any Shares delivered by Dealer
                                         to Counterparty under any Transaction by virtue of Counterparty being the Issuer. If
                                         the Number of Shares to be Delivered is negative, then the Counterparty Settlement Provisions
                                         in Annex A shall apply.



 


	 	Number of
               Shares	 
		to
                               be Delivered:	For each Transaction,
               a number of Shares equal to (x)(a) the Prepayment Amount divided by (b) the Divisor Amount minus
               (y) the Initial Shares. Notwithstanding Section 9.2 of the Equity Definitions, the Number of Shares to be Delivered
               shall be rounded to the nearest whole number of Shares and no Fractional Share Amount shall be delivered.



 


		Divisor
                               Amount:	The
                                         greater of (i) the Forward Price minus the Forward Price Adjustment Amount and
                                         (ii) $1.00. Notwithstanding anything to the contrary herein, in the Equity Definitions,
                                         in a Supplemental Confirmation or in the Agreement, in no event shall (a) the Forward
                                         Price Adjustment Amount be less than zero or (b) clause (ii) of this definition of Divisor
                                         Amount be adjusted except due to Potential Adjustment Event that has a dilutive or concentrative
                                         effect on the theoretical value of a Share.



 






     4


    


    

 


		Excess
                               Dividend Amount:	For the avoidance of doubt,
            all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.



 


		Settlement
                               Date:	If
                                         the Number of Shares to be Delivered is positive, the date that is one Settlement Cycle
                                         immediately following the Termination Date.



 


		Settlement
                               Currency:	USD



 


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



 


		Initial
                               Share Delivery Date:	For each Transaction,
                   as set forth in the related Supplemental Confirmation.



  


		Initial
                               Shares:	For
                                         each Transaction, as set forth in the related Supplemental Confirmation.



 


Share
Adjustments:


 


		Potential
                               Adjustment Event:	Notwithstanding anything to
           the contrary in Section 11.2(e) of the Equity Definitions, neither an Excess Dividend or an Extraordinary Dividend
           nor any repurchases of Shares pursuant to the Other Specified Repurchase Agreement (as defined below) shall constitute
           a Potential Adjustment Event.



 


It
shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for the relevant Transaction is postponed
pursuant to “Valuation Disruption” above, in which case the Calculation Agent shall, in a commercially reasonable
manner and to maintain or unwind a commercially reasonable hedge position, adjust any relevant terms of such Transaction as necessary
to preserve as nearly as practicable the fair value of such Transaction to the parties prior to such postponement.


 


		Excess
                              Dividend:	For
                                         any calendar quarter, any dividend or distribution on the Shares with an ex-dividend
                                         date occurring during such calendar quarter (other than any dividend or distribution
                                         of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions
                                         or any Extraordinary Dividend) (a “Dividend”) the amount or value
                                         of which per Share (as determined by the Calculation Agent), when aggregated with the
                                         amount or value (as determined by the Calculation Agent) of any and all previous Dividends
                                         with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend
                                         Amount.



 


		Extraordinary
                              Dividend:	A
                                         per Share cash dividend or distribution, or a portion thereof, declared by Counterparty
                                         on the Shares that is classified by the board of directors of Counterparty as an “extraordinary”
                                         dividend.



 





	 	Consequences
               of Excess	 
		Dividend:	The
                                         declaration by the Issuer of any Excess Dividend, the ex-dividend date for which occurs
                                         or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall
                                         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. For
                                         the avoidance of doubt, upon the occurrence of an Additional Termination Event pursuant
                                         to the immediately preceding sentence, the economic effect of such change in amount or
                                         timing of a regular or expected dividend shall not be taken into account when calculating
                                         the Early Termination Amount.



 






     5


    


    

 


		Ordinary
                              Dividend Amount:	For each Transaction, as
            set forth in the related Supplemental Confirmation.



 


		Method
                              of Adjustment:	Calculation Agent Adjustment



 


	 	Early Ordinary
               Dividend	 
		Payment:	If
                                         an ex-dividend date for any Dividend that is not an Excess Dividend or Extraordinary
                                         Dividend occurs during any calendar quarter occurring (in whole or in part) during the
                                         Relevant Dividend Period (as defined below) and is prior to the Scheduled Ex-Dividend
                                         Date for such calendar quarter, the Calculation Agent shall make such commercially reasonable
                                         adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction
                                         as the Calculation Agent determines appropriate to preserve the fair value of such Transaction
                                         to the parties after taking into account the timing of such Dividend.



 





	 	Scheduled Ex-Dividend	 
		Dates:	For
                                         each Transaction for each calendar quarter, as set forth in the related Supplemental
                                         Confirmation.



 


Extraordinary
Events:


 


	 	Consequences
                                         of 

                                         Merger Events:

	 






  


		(a)	Share-for-Share:	Modified
                                         Calculation Agent Adjustment



 





		(b)	Share-for-Other:	Cancellation
                                         and Payment


 





		(c)	Share-for-Combined:	Component
                                         Adjustment


  


		Tender
                              Offer:	Applicable;
                                         provided that Section 12.1(d) of the Equity Definitions shall be amended by replacing
                                         “10%” in the third line thereof with “25%”.



 





	 	Consequences
                                         of 

                                         Tender Offers:

	 


  





		(a)	Share-for-Share:	Modified
                                         Calculation Agent Adjustment; provided that, unless the Supplemental Confirmation
                                         provides that Regulatory Event is not applicable, in the event that Dealer concludes,
                                         in its good faith and commercially reasonable discretion, upon advice of counsel that
                                         adjustment or continuance of the Transaction is not appropriate following such Tender
                                         Offer as a result of any legal, regulatory or self-regulatory requirements or related
                                         policies and procedures (whether or not such requirements, policies or procedures are
                                         imposed by law or have been voluntarily adopted by Dealer, but provided that such policies
                                         or procedures are related to legal, regulatory or self-regulatory issues and are generally
                                         applicable in similar situations and applied to any Transaction hereunder in a non-discriminatory
                                         manner) (a “Regulatory Event”), Cancellation and Payment shall apply.


 





		(b)	Share-for-Other:	Modified
                                         Calculation Agent Adjustment; provided that, unless the Supplemental Confirmation
                                         provides that Regulatory Event is not applicable, in the case of a Regulatory Event,
                                         Cancellation and Payment shall apply.


 






     6


    


    

 





		(c)	Share-for-Combined:	Modified
                                         Calculation Agent Adjustment; provided that, unless the Supplemental Confirmation
                                         provides that Regulatory Event is not applicable, in the case of a Regulatory Event,
                                         Cancellation and Payment shall apply.


   


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, Tender Offer shall be made without duplication in respect of any prior adjustment hereunder
(including, without limitation, any prior adjustment pursuant to Section 9 below).


 


			






		Nationalization,

                                                                          Insolvency
or Delisting:
	

                                                              

                                                             Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.




 


Additional
Disruption Events:


 


		(a)	Change in Law:	Applicable;
                                         provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended
                                         by (i) replacing the parenthetical beginning after the word “regulation”
                                         in the second line thereof with the phrase “(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)”, (ii) replacing the phrase “the
                                         interpretation” in the third line thereof with the phrase “, or public announcement
                                         of, the formal or informal interpretation”, (iii) replacing the word “Shares”
                                         where it appears in clause (X) thereof with the words “Hedge Positions”,
                                         and (iv) adding the phrase “in the manner contemplated by the Hedging Party on
                                         the Trade Date” immediately following the word “Transaction” in clause
                                         (X) thereof; provided further that any determination as to whether (A) the adoption
                                         of or any change in any applicable law or regulation or (B) the promulgation of or any
                                         change in the interpretation by any court, tribunal or regulatory authority with competent
                                         jurisdiction of any applicable law or regulation (including any action taken by a taxing
                                         authority), in each case, constitutes a “Change in Law” shall be made without
                                         regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act
                                         of 2010 or any similar legal certainty provision in any legislation enacted, or rule
                                         or regulation promulgated, on or after the Trade Date and (iv) deleting clause (Y) thereof.



 


		(b)	Hedging Disruptions:	Applicable



 


		(c)	Increased Cost of Hedging:	Not
                                         applicable



 


		(d)	Failure to Deliver:	Applicable



 






     7


    


    

 


		(e)	Insolvency Filing:	Applicable



 


		(f)	Loss of Stock Borrow:	Applicable



 





			Maximum Stock Loan Rate:	200
                                         basis points per annum


  


		(g)	Increased Cost of Stock Borrow:	Applicable



 





			Initial Stock Loan Rate:	25 basis points
                     per annum


 





			Hedging Party:	Dealer


  





			Determining Party:	Dealer; provided that
           following any determination or calculation by the Determining Party hereunder, upon a written request by Counterparty,
           the Determining Party will promptly (but in any event within three Scheduled Trading Days) provide to Counterparty
           reasonable details regarding the basis for such determination or calculation, as the case may be, it being understood
           that the Determining Party shall not be obligated to disclose any proprietary or confidential models or other information
           that is proprietary or that it is under contractual, legal or regulatory obligations not to disclose.


  


	Relevant
Dividend Period:	The period from and including
            the Calculation Period Start Date to and including the Relevant Dividend Period End Date.



 





	Relevant Dividend Period	 
	End  Date:	If
                                         Annex A applies, the last day of the Settlement Valuation Period; otherwise, the Termination
                                         Date (or, if any Partial Acceleration occurs, the Termination Date corresponding to the
                                         last Partial Acceleration of the relevant Transaction).



 





	Non-Reliance/Agreements
    and 


Acknowledgements
Regarding 


Hedging
Activities/Additional 

	 
	Acknowledgements:	Applicable



 


	Transfer:	Notwithstanding
                                         anything to the contrary in the Agreement, Dealer may assign, transfer and set over all
                                         rights, title and interest, powers, privileges and remedies of Dealer under any Transaction,
                                         in whole or in part, to an affiliate of Dealer, with the prior written consent of Counterparty,
                                         which consent will not be unreasonably withheld or delayed.



 


Counterparty’s
Payment and 


	Delivery
Instructions:	To
                                         be advised






Dealer’s
Payment and





	Delivery
Instructions:	To be provided by Dealer


  


Counterparty’s
Contact Details





	for Purpose
of Giving Notice:	Tiffany
& Co.

                                                             200 Fifth Avenue


New
York, New York 10010


Attn:
Vice President – Treasurer


Telephone:
973-254-7612


Email:
Jason.Wong@Tiffany.com
 


 






     8


    


    

 


With
a copy to:


 


Tiffany
& Co. 


200
Fifth Avenue 


New
York, New York 10010 


Attn:
Senior Vice President, Secretary & General Counsel 


Telephone:
212-230-6863 


Email:
Leigh.Harlan@Tiffany.com 


Dealer’s
Contact Details for





	Purpose
of Giving Notice:	


UBS
AG, London Branch


c/o
UBS Securities LLC


1285
Avenue of the Americas 


New
York, NY 10019 


Attention:
Strategic Equity Solutions 


 


Telephone:
+1 (212) 713-3719 


Email:
OL_SESGNotifications@ubs.com


 


With
a copy to:


 


lee.frankenfield@ubs.com


ryan.namdar@ubs.com
 


  


2.          Calculation
Agent. Dealer. 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. For the avoidance of doubt, whenever
the Calculation Agent is required to make an adjustment pursuant to the terms of this Master Confirmation or the Equity Definitions
to take into account the effect of an event, the Calculation Agent shall make such adjustment by reference to the effect of such
event on a hypothetical equity derivatives dealer, assuming that such hypothetical equity derivatives dealer maintains a commercially
reasonable Hedge Position.


 


Following
any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, the Calculation
Agent will promptly (but in any event within three Scheduled Trading Days) provide to Counterparty reasonable details regarding
the basis for such adjustment, determination or calculation, as the case may be, it being understood that the Calculation Agent
shall not be obligated to disclose any proprietary or confidential models or other information that is proprietary or that it
is under contractual, legal or regulatory obligations not to disclose.


 


Notwithstanding
anything to the contrary in this Master Confirmation or any Supplemental Confirmation, the Calculation Agent shall not adjust
the dates identified as Calculation Dates in the relevant Supplemental Confirmation for any Transaction.


 


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


 


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


 


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


 






     9


    


    

 


4.            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 on the Trade Date for each Transaction hereunder, that:


 


(a)          It
is not and, during the term of the Transaction, will not be, engaged in any “issuer tender offer” within the meaning
of Rule 13e-4 under the Exchange Act and it is not aware of any third party tender offer with respect to the Shares within the
meaning of Rule 13e-1 under the Exchange Act.


 


(b)          It
is not entering into any Transaction (i) on the basis of, and is not aware of, any material non-public information with respect
to the Shares (or, if applicable, any material non-public information with respect to any Alternative Delivery Property or the
issuer of any Alternative Delivery Property), (ii) in anticipation of, in connection with, or to facilitate, a distribution of
its securities, a self-tender offer or a third-party tender offer in violation of the Exchange Act or (iii) to create actual or
apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress
or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares), in each case
in violation of the Exchange Act.


 


(c)          Each
Transaction is being entered into pursuant to a publicly disclosed Share buy-back program and its Board of Directors has approved
the use of accelerated share repurchase or other structured repurchase transactions to effect the Share buy-back program.


 


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


 


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


 


(f)           Counterparty
shall report each Transaction it determines, based on advice of counsel, is required under the Exchange Act and the rules and
regulations thereunder.


 


(g)          The
Shares are not, and Counterparty will not cause the Shares to be, subject to a “restricted period” (as defined in
Regulation M promulgated under the Exchange Act) at any time during any Regulation M Period (as defined below) for any Transaction
unless Counterparty has provided written notice to Dealer of such restricted period not later than the Scheduled Trading Day immediately
preceding the first day of such “restricted period”; Counterparty acknowledges that any such notice may cause a Disrupted
Day to occur pursuant to Section 5 below; accordingly, Counterparty acknowledges that its delivery of such notice must comply
with the standards set forth in Section 6 below; “Regulation M Period” means, for any Transaction, (i) the
Relevant Period (as defined below) and (ii) the Settlement Valuation Period, if any, for such Transaction. “Relevant
Period” means, for any Transaction, the period commencing on the Calculation Period Start Date for such Transaction
and ending on the earlier of (i) the Scheduled Termination Date and (ii) the 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).


 






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(h)          As
of the Trade Date, the Prepayment Date, the Initial Share Delivery Date (if applicable) and any Cash Settlement Payment Date with
respect to which Cash Settlement is applicable, 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, as of
the Trade Date, 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.


 


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


 


(j)           Counterparty
has not and will not enter into agreements, other than with Dealer or an affiliate of Dealer or an Other Specified Repurchase
Agreement, relating to any transactions similar to the Transactions described herein where any initial hedge period, calculation
period, relevant period or settlement valuation period (each however defined) in such other transaction will overlap at any time
(including as a result of extensions in such initial hedge period, calculation period, relevant period or settlement valuation
period as provided in the relevant agreements) with any Relevant Period or, if applicable, any Settlement Valuation Period under
this Master Confirmation. In the event that the initial hedge period, calculation period, relevant period or settlement valuation
period in any such other similar transaction overlaps with any Relevant Period or, if applicable, Settlement Valuation Period
under this Master Confirmation as a result of any postponement of the Scheduled Termination Date or extension of the Settlement
Valuation Period pursuant to “Valuation Disruption” above, Counterparty shall as promptly as practicable under the
circumstances amend such transaction to avoid any such overlap. “Other Specified Repurchase Agreement” means,
for any Transaction, any other prepaid variable share repurchase agreement that is entered into on the Trade Date for such Transaction
and the calculation dates or valuation dates for the transaction under such agreement do not occur on any Calculation Date hereunder.


 


(k)          Counterparty
owns or controls cash, cash equivalents and securities of unaffiliated issuers in excess of USD 100 million.


 


(l)           Counterparty
is not relying, and has not relied upon, Dealer or any of its affiliates with respect to the legal, accounting, tax or other implications
of this Agreement and the Transaction and it has conducted its own analyses of the legal, accounting, tax and other implications
of this Agreement and the Transaction (including, without limitation, the treatment of the Transaction under any accounting standards).
Further, it acknowledges and agrees that neither Dealer nor any affiliate of Dealer has acted as its advisor in any capacity in
connection with this Agreement or the transactions contemplated hereby. The Counterparty is entering into this Agreement with
a full understanding of all of the terms and risks hereof (economic and otherwise), has adequate expertise in financial matters
to evaluate those terms and risks and is capable of assuming (financially and otherwise) those risks.


 


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


 


		(i)	Dealer
                                         agrees that, with respect to purchases of Shares by Dealer or any of its affiliates in
                                         connection with its hedging activities in relation to any Transaction, Dealer or such
                                         affiliate will use commercially reasonable efforts, during any Settlement Valuation Period
                                         for any Transaction, to make all purchases of Shares in connection with such Transaction
                                         in a manner that would comply with the limitations set forth in clauses (b)(1), (b)(2),
                                         (b)(3) and (b)(4) and (c) of Rule 10b-18, as if such rule were applicable to such purchases
                                         and taking into account any applicable Securities and Exchange Commission no-action letters
                                         as appropriate, and subject to any delays between the execution and reporting of a trade
                                         of the Shares on the Exchange and other circumstances reasonably beyond Dealer’s
                                         control.



 


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



 


		(iii)	On
                                         the last day of the Relevant Period or, if applicable, the Settlement Valuation Period
                                         of a Transaction, Dealer shall send a notice to the Designated Dealer as specified in
                                         the Supplemental Confirmation, with a copy to Counterparty, notifying the Designated
                                         Dealer that any Dealer purchase activity in connection with the Transaction has been
                                         completed.



 






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5.            Regulatory
Disruption. In the event that Dealer concludes, in its good faith and commercially reasonable discretion, upon advice of counsel
that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures
(whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer, but provided
that such policies or procedures are related to legal, regulatory or self-regulatory issues and are generally applicable in similar
situations and applied to any Transaction hereunder in a non-discriminatory manner), for it to refrain from or decrease any market
activity in which it would otherwise engage in order to establish or maintain a commercially reasonable Hedge Position in connection
with a Transaction on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation
Period, Dealer may by written notice to Counterparty elect to deem that a Market Disruption Event has occurred and will be continuing
on such Scheduled Trading Day or Days, subject to the other provisions under “Valuation Disruption” under Section
1 above; provided that if such deemed Market Disruption Event is deemed to have occurred solely in response to any requirements,
policies or procedures that have been voluntarily adopted by Dealer, such Scheduled Trading Day or Days will each be a Disrupted
Day in full.


 


6.            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)          Counterparty
will not seek to control or influence Dealer’s decision over how, when or whether to make any “purchases or sales”
(within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including,
without limitation, the price paid per Share pursuant to such purchases, whether such purchases are made on any securities exchange
or privately, or Dealer’s decision to enter into any hedging transactions. Counterparty represents and warrants that it
has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and
each Supplemental Confirmation under Rule 10b5-1.


 


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


 


7.            Counterparty
Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18) shall not, without the prior
written consent of Dealer, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed
contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without
limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement
Valuation Period, except through Dealer or an affiliate of Dealer or pursuant to any Other Specified Repurchase Agreement; provided
that this Section 7 shall not apply to any (i) privately negotiated, unsolicited or off-market purchase of Shares (or any
security convertible into or exchangeable or exercisable for Shares); (ii) purchase of Shares pursuant to the exercise of any
stock option or employee benefit or similar arrangement granted to former or current employees, officers, directors, or other
affiliates of Counterparty, including the withholding and/or purchase of Shares from holders of such options or other employee
benefits or similar arrangements to satisfy payment of the option exercise price (or similar obligation) and/or satisfy tax withholding
requirements in connection with the exercise of such option or other employee benefits or similar arrangements; (iii) purchase
of Shares from holders of performance shares or units or restricted shares or units to satisfy tax withholding requirements in
connection with vesting; (iv) the conversion or exchange by holders of any convertible or exchangeable securities of the Counterparty
previously issued; or (v) purchase of Shares effected by or for a plan by an agent independent of Counterparty, in each case,
to the extent that such transaction or event does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18).


 






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


 


(a)          Counterparty
agrees that it:


 


(i)           will
not during the period commencing on the Trade Date through the end of the Relevant Period or, if applicable, the Settlement Valuation
Period for any Transaction make, or, to the extent within its control, permit to be made, any public announcement (as defined
in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement
is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares;


 


(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 announcement that such 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 following such announcement)
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 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. 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 after the earlier
to occur of the completion of such transaction and the completion of the vote by target shareholders notify Dealer of such occurrence.
Counterparty acknowledges that any such notice may cause a Disrupted Day to occur pursuant to Section 5; accordingly, Counterparty
acknowledges that its delivery of such notice must comply with the standards set forth in Section 6 above.


 


“Merger
Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule
10b-18(a)(13)(iv) under the Exchange Act, other than, solely for purposes of this Section 8, any such transaction in which the
consideration consists solely of cash and there is no valuation period.


 


9.            Special
Provisions for Acquisition Transaction Announcements. (a) Without prejudice to the provisions in Sections 12.2 and 12.3 of
the Equity Definitions relating to the occurrence of a Merger Event or Tender Offer, (i) if an Acquisition Transaction Announcement
occurs after the Trade Date and on or prior to any Settlement Date, Cash Settlement Payment Date or other date of payment or delivery
in the case of an early termination or cancellation of a Transaction or any portion thereof for any Transaction, then the Number
of Shares to be Delivered for such Transaction shall each be determined by making a commercially reasonable adjustment to the
Forward Price Adjustment Amount solely to account for the economic effect of such Acquisition Transaction Announcement, provided
that the Forward Price Adjustment Amount shall not be less than zero and (ii) if an Acquisition Transaction Announcement occurs
after the Trade Date, but prior to the First Acceleration Date of any Transaction, the First Acceleration Date shall be the date
of such Acquisition Transaction Announcement.


 


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


 






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(c)  “Acquisition
Transaction” means (i) any Merger Event (for purposes of this definition, the definition of Merger Event shall be read
with the references therein to “100%” being replaced by “25%” and references to “50%” being
replaced by “66.7%” 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 (provided that, for purposes of this Section
9, the Merger Transaction involves consideration (x) valued in excess of 30% of the market capitalization of Counterparty measured
immediately prior to the relevant time of such announcement or (y) consisting of a number of Shares that exceeds 30% of the number
of outstanding Shares on the relevant date and immediately prior to such announcement) or any other transaction involving the
merger of Issuer with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Issuer,
(iii) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including
any capital stock or other ownership interests in subsidiaries) or other similar event by Issuer or any of its subsidiaries where
the aggregate consideration transferable or receivable by or to Issuer or its subsidiaries exceeds 30% of the market capitalization
of Issuer measured immediately prior to the relevant time of such announcement and (v) any transaction in which Issuer or its
board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether
pursuant to Rule 14e-2 under the Exchange Act or otherwise); provided that, notwithstanding the foregoing, it shall not
constitute an Acquisition Transaction if the relevant transaction or event is solely between Counterparty and one or more of Counterparty’s
wholly owned subsidiaries, or solely between one or more wholly owned subsidiaries of Counterparty and one or more of Counterparty’s
wholly owned subsidiaries.


 


		10.	Acknowledgments.



 


		(a)	The
                                         parties hereto intend for:



 


(i)           each
Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code, a “swap agreement”
as defined in Section 101(53B) of the Bankruptcy Code and a “forward contract” as defined in Section 101(25) of the
Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6),
362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 555, 556, 560 and 561 of the Bankruptcy Code;


 


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


 


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


 


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


 


		(b)	Counterparty
                                         acknowledges that:



 


(i)           during
the term of any Transaction, 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;


 






     14


    


    

 


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


 


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


 


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


 


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


 


		11.	UBS
                                         AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE
                                         ACT OF 1934. UBS SECURITIES LLC 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. UBS AG, LONDON BRANCH IS NOT
                                         A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).



 


		12.	Amendments
                                         to Equity Definitions.



 


		(i)	Section
                                         11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting
                                         or concentrative effect on the theoretical value of the relevant Shares” and replacing
                                         them with the words “a material economic effect on the relevant Transaction”;



 


		(ii)	Section
                                         11.2(c) of the Equity Definitions is hereby amended by (i) replacing the words “a
                                         diluting or concentrative effect on the theoretical value of the relevant Shares”
                                         with “a material economic effect on the relevant Transaction” in the fifth
                                         line thereof, (ii) replacing the words “diluting or concentrative” in the
                                         sixth to last line thereof with “material economic”, and (iii) 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 such latter phrase with the words “(and, for the avoidance
                                         of doubt, adjustments may be made to account solely for changes in volatility, stock
                                         loan rate or liquidity relative to the relevant Shares)”;



 


		(iii)	Section
                                         11.2(e)(vii) of the Equity Definitions is hereby amended by (i) deleting the word “event”
                                         and replacing it with the words “corporate action by the Issuer” and (ii)
                                         deleting the words “diluting or concentrative effect on the theoretical value of
                                         the relevant Shares” and replacing them with the words “material economic
                                         effect on the relevant Transaction”;



 


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



 


		(v)	Section
                                         12.9(b)(iv) of the Equity Definitions is hereby amended by (A) 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 (B) deleting the phrase
                                         “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount
                                         of the Hedging Shares or” in the penultimate sentence.



 






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13.           No
Collateral. The parties hereto acknowledge that no Transaction hereunder is secured by any collateral that would otherwise
secure the obligations of Counterparty herein or pursuant to the Agreement.


 


14.           No
Set-off or Netting. Except to the extent that “Multiple Transaction Payment Netting” applies pursuant to Section
2(c) of the Agreement, obligations under the Transactions shall not be netted, recouped or set off (including pursuant to Section
6 of the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Master Confirmation
or any Supplemental Confirmation, or under any other agreement between the parties hereto, by operation of law or otherwise, and
no obligations of the parties other than under the Transactions 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 set-off, netting or recoupment.


 


“Equity
Contract” means any transaction or instrument that does not convey to Dealer rights, or the ability to assert claims,
that are senior to the rights and claims of common stockholders in the event of Counterparty’s bankruptcy.


 


15.          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. For the avoidance of doubt, in no event shall Counterparty
be obligated to return any Shares delivered by Dealer pursuant to this provision.


 


16.          Early
Termination. In the event that (i) 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 (except as a result of a Merger Event in which the consideration
or proceeds to be paid to all holders of Shares consists solely of cash) or (ii) the Transaction is cancelled or terminated upon
the occurrence of an Extraordinary Event, if either party would owe any amount to the other party pursuant to Section 6(e) of
the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment
Amount”), then, in lieu of any payment of such Payment Amount, unless Counterparty makes an election that the provisions
of this Section 16 providing for the delivery of Shares or Alternative Delivery Units, as the case may be, shall not apply (such
election to be made 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 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 Merger Event, as the case may be (each such unit, an “Alternative Delivery Unit” and,
the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the
Payment Amount, as determined by the Calculation Agent 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 the market price
of the Shares or Alternative Delivery Property on the date of early termination and, if such delivery is made by Dealer, the prices
at which Dealer purchases in a commercially reasonable manner Shares or Alternative Delivery Property to fulfill its delivery
obligations under this Section 16); provided that in determining the composition of any Alternative Delivery Unit, if the
relevant Merger Event involves a choice of consideration to be received by all holders, such holder shall be deemed to have elected
to receive the maximum possible amount of cash; and provided further that Counterparty shall make the representation in Section
4(b) as of the date of such election. If such delivery is made by Counterparty, paragraphs 2 through 7 of Annex A shall apply
as if such delivery were a settlement of the Transaction to which Net Share Settlement applied, (i) the Settlement Method Election
Date and the Cash Settlement Payment Date were the Early Termination Date or the date on which such Transaction is terminated
or cancelled, as applicable, (ii)the Forward Cash Settlement Amount were zero (0) minus the Payment Amount owed by Counterparty
(and, for the avoidance of doubt, the definitions of Settlement Price and Settlement Valuation Period shall not apply) and (iii)
in the case of a Merger Event, references to “Shares” shall be references to “Alternative Delivery Units”.


 


17.          Payment
Date upon Early Termination. Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, if Counterparty
is entitled to receive or obligated to deliver Shares or Alternative Delivery Property in accordance with Section 16, such Shares
or Alternative Delivery Property shall be delivered on the date selected by the Calculation Agent as promptly as practicable.


 






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18.          Automatic
Termination Provisions. Notwithstanding anything to the contrary in Section 6 of the Agreement, if a Termination Price and
an Automatic Termination Trigger are specified in any Supplemental Confirmation, then an Additional Termination Event with Counterparty
as the sole Affected Party and the Transaction to which such Supplemental Confirmation relates as the sole Affected Transaction
will automatically occur without any notice or action by Dealer or Counterparty if the closing price per Share on the Exchange
for a number of consecutive Exchange Business Days equal to the Automatic Termination Trigger during the period from, but excluding,
the Trade Date to, and including, the First Acceleration Date is below such Termination Price. In such an instance, the last Exchange
Business Day of the Automatic Termination Trigger will be the “Early Termination Date” for purposes of the Agreement.


 


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


 


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


 


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


 


22.          Wall
Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability
Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under
the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s
otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Master Confirmation, any Supplemental
Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory
change or similar event under this Master Confirmation, the Equity Definitions incorporated herein, or the Agreement (including,
but not limited to, rights arising from Change in Law or Illegality (as defined in the Agreement)).


 


23.          Tax



 


(a)       Payer
Tax Representations. For the purpose of Section 3(e) of this Agreement, Counterparty will make the following representation
and Dealer will make the following representation:


 


It
is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section
9(h) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on
(i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction
of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement
of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where
reliance is placed on clause (ii) above and the other party does not deliver a form or documents under Section 4(a)(iii) by reason
of material prejudice to its legal or commercial position.


 






     17


    


    

 


(b)
      Payee Tax Representations. For the purpose of Section 3(f) of the Agreement, Counterparty
and Dealer make the representations specified below:


 


Counterparty
makes the following representations:


 


Counterparty
is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the
“Regulations”)) for United States federal income tax purposes.


 


Dealer
makes the following representations:


 


Dealer
is a “foreign person” as that term is used in Section 1.6041-4(a)(4) of the Regulations.


 


Dealer
is a “nonqualified intermediary” for U.S. federal income tax purposes that is entering into this Agreement as nominee
for UBS Securities LLC, which is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the Regulations)
for United States federal income tax purposes.


 


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


 


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


 


(e)       ISDA
2015 Section 871(m) Protocol. The parties agree that the definitions and provisions contained in the Attachment to the ISDA
2015 Section 871(m) Protocol, as published by the International Swaps and Derivatives Association, Inc., are incorporated into
and apply to this Master Confirmation and any Transaction hereunder as if set forth in full herein.


 


(f)        Foreign
Account Tax Compliance Act. The parties agree that the definitions and provisions contained in the ISDA 2012 FATCA Protocol
as published by the International Swaps and Derivatives Association, Inc. on August 15, 2012, are incorporated into and apply
to the Agreement as if set forth in full herein.


 


(g)       Tax
Forms. Counterparty shall provide to Dealer a valid U.S. Internal Revenue Service Form W-9, or any successor thereto, (i)
on or before the date of execution of this Master Confirmation (ii) promptly upon reasonable demand by the Dealer and (iii) promptly
upon learning that any such tax form previously provided by Counterparty has become invalid, obsolete or incorrect. The Dealer
shall provide to Counterparty a valid United States Internal Revenue Service Form W-8IMY (including a withholding statement allocating
any payments received or deemed received under this Agreement to UBS Securities LLC) as well as a valid United States Internal
Revenue Service Form W-9 for UBS Securities LLC (i) upon the execution of this Master Confirmation, (ii) promptly upon reasonable
demand by Counterparty and (iii) promptly upon learning that any such form previously provided by the Dealer has become invalid,
obsolete or incorrect.


 


24.          [Reserved]


 


25.          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”):


 


		(i)	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



 






     18


    


    

 


		(ii)	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.


 


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 Master 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.


 


26.          [Reserved]


 


27.          [Reserved]


 


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


 


29.           Offices.


 


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



 


		(b)	The
                                         Office of Counterparty for each Transaction is: Not applicable



 


30.          Waiver
of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS MASTER CONFIRMATION,
ANY SUPPLEMENTAL CONFIRMATION, ANY TRANSACTION HEREUNDER AND/OR ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT, THIS MASTER
CONFIRMATION, ANY SUPPLEMENTAL CONFIRMATION AND/OR ANY TRANSACTION HEREUNDER. 


 


31.          Submission
to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED
IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK, IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS
MASTER CONFIRMATION, ANY SUPPLEMENTAL CONFIRMATION AND/OR ANY TRANSACTION HEREUNDER.


 






     19


    


    

 


32.           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.


 


[signature
page to follow]


 




     20


    


    

 






 


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


 


 


             Yours faithfully,


 















		
	 	 	 
	 	UBS AG, London Branch
	 	 
	 	By:	 /s/
    Michael O’Donovan
	 	 	 
	 	Name:  	Michael O’Donovan
	 	 	 
	 	Title:	Authorized Signatory

         

	 	 	 
	 	 	 
	 	By:	 /s/ Ryan Namdar
	 	 	 
	 	Name:	Ryan Namdar
	 	 	 
	 	Title:	Authorized Signatory
	 	 	 
	 	 	 
	 	 	 
	 	UBS
    SECURITIES LLC 
	 	 
	 	By:	 /s/ Michael O’Donovan
	 	 	 
	 	Name:  	Michael O’Donovan
	 	 	 
	 	Title:	Authorised Signatory
	 	 	 
	 	By:	 /s/
    Ryan Namdar
	 	 	 
	 	Name:  	Ryan Namdar
	 	 	 
	 	Title:	Authorised Signatory


 


Agreed and Accepted By:


 


 


 


Tiffany
& Co.


 


 


 


 


	By:  	/s/ Mark J. Erceg, CFA	 
	 	Name:  Mark J. Erceg
 Title:    Executive Vice President-Chief Financial Officer	 



 




    


     


    

 


 


 


 


SCHEDULE A



SUPPLEMENTAL CONFIRMATION


 


	To:	
        Tiffany & Co.


        200 5th Avenue

        New York, New York 10010

        United States of America

         

	From:	
        UBS AG, London Branch

        c/o UBS Securities LLC

        1285 Avenue of the Americas

        New York, NY 10019


	 	 
	Re:	Accelerated Stock Repurchase
	 	 
	Ref. No:	[Insert Reference No.]
	 	 
	Date:	[Insert Date]
	 	 


 


The purpose of this
Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between UBS AG, London Branch
(“Dealer”), through its agent UBS Securities, LLC and Tiffany & Co. (“Counterparty”)
(together, the “Contracting Parties”) 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 May 31, 2018
(the “Master Confirmation”) between the Contracting Parties, 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:	[●]
	Forward Price Adjustment Amount:	An amount in USD equal to [●]% multiplied by the Forward Price.
	Calculation Period Start Date:	[●]
	Calculation Dates: 	See Exhibit A attached hereto; provided that, if the Scheduled Termination Date is postponed in accordance
with the terms of the Master Confirmation or if there is a Settlement Valuation Period, the Calculation Agent shall add additional
Calculation Dates as necessary, beginning with [●] and continuing with every other Scheduled Trading Day thereafter.
	Scheduled Termination Date:	[●]
	First Acceleration Date:	[●]
	Prepayment Amount:	USD [●]
	Prepayment Date:	The Initial Share Delivery Date.



 





 



    


     


    

 


	Initial Shares: 	[●] Shares
	Initial Share Delivery Date:	[●]
	Ordinary Dividend Amount:	For any calendar quarter, USD [●]
	Scheduled Ex-Dividend Dates:	[●]
	Termination Price:	USD [●] per Share
	Additional Relevant Days:	The three Exchange Business Days immediately following the Calculation Period.
	Regulatory Event:	[Applicable / Not applicable]
	Automatic Termination Trigger:	[●] Exchange Business Day
	Other Provisions:	[●]
	Designated Dealer:	[●]. All notices to the Designated Dealer shall be sent to [●].
	Reserved Shares:	[●] 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.


 


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.


 


[signature page to
follow]


 




    Schedule A-2


     


    

 


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


 


	 	Yours sincerely,
	 	 	 
	 	UBS AG, London Branch
	 	 
	 	





        By:
	
	 	 	 
	 	Name:	
	 	 	 
	 	Title:

         
	
	 	 	 
	 	 	 
	 	By:	
	 	 	 
	 	Name:	
	 	 	 
	 	Title:	
	 	 	 
	 	 	 
	 	 	 
	 	UBS
    SECURITIES LLC 
	 	 
	 	By:	
	 	 	 
	 	Name:	
	 	 	 
	 	Title:	
	 	 	 
	 	 	 
	 	By:	
	 	 	 
	 	Name:	
	 	 	 
	 	Title:	








 


Agreed and Accepted By:


 


Tiffany
& Co.


 


	By:	 	 
	Name:
 Title:	 





 




    


     


    

 


EXHIBIT A TO SUPPLEMENTAL CONFIRMATION


 


[insert Calculation Dates]


 




    


     


    

 


ANNEX A


 


COUNTERPARTY SETTLEMENT
PROVISIONS


 


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


 


	 	Settlement Currency:	 	USD




 


	 	Settlement Method Election:	 	Applicable; provided that (i) Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical”
in the sixth line thereof and replacing it with the words “Net Share” and (ii) the Electing Party acknowledges
its responsibilities under the federal securities laws and, in particular, Sections 9 and 10(b) of the Exchange Act and the rules
and regulations thereunder, in respect of any Settlement Method Election.




 


	 	Electing Party:	 	Counterparty




 








	 	Settlement
Method

Election Date:	 	The first day of the Settlement Valuation Period.




 


	 	Default Settlement Method:	 	Net Share Settlement




  


		Forward
Cash Settlement

Amount:	 	An amount equal to the Number of Shares to be Delivered multiplied by the Settlement Price.



 


	 	Settlement Price:	 	The average of the VWAP Prices for the Calculation Dates in the Settlement Valuation Period, subject to Valuation Disruption as
specified in the Master Confirmation.




 


	 	Settlement Valuation Period:	 	A number of Calculation Dates required to unwind a commercially reasonably hedge position in a commercially reasonable manner,
determined by the Calculation Agent in good faith and notified to the Counterparty in advance of the start of the Settlement Valuation
Period, beginning on:




 


		(i)	if no Partial Accelerations occur in connection with the relevant Transaction, the earlier of (a)
the Calculation Date immediately following the Scheduled Termination Date and (b) the second Calculation Date immediately following
the Termination Date, or



 


		(ii)	if any Partial Acceleration occurs in connection with the relevant Transaction, the earlier of
(a) the Calculation Date immediately following the Scheduled Termination Date and (b) as selected by Dealer in its reasonable discretion,
the second Calculation Date immediately following either (x) the Termination Date corresponding to the last Partial Acceleration
under the relevant Transaction or (y) the Termination Date corresponding to such Partial Acceleration.



 


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




 








	 	Cash Settlement

Payment Date:	 	The date that is one Settlement Cycle immediately following the last day of the Settlement Valuation Period.




 
 


		Net Share
Settlement

Procedures:	 	If Net Share Settlement is applicable, Net Share Settlement shall be made in accordance with paragraphs
2 through 7 below.



 



    


     


    

 


2.            Net
Share Settlement shall be made by delivery on the Cash Settlement Payment Date of a number of Shares satisfying the conditions
set forth in paragraph 3 below (the “Registered Settlement Shares”), or a number of Shares not satisfying such
conditions (the “Unregistered Settlement Shares”), in either case with a value equal to the absolute value of
the Forward Cash Settlement Amount, with such Shares’ value determined by the Calculation Agent in a commercially reasonable
manner (which value shall, in the case of Unregistered Settlement Shares, take into account a commercially reasonable illiquidity
discount).


 


3.            Counterparty
may deliver Registered Settlement Shares pursuant to paragraph 2 above only 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;
and a printed prospectus relating to the Registered Settlement Shares (including any prospectus supplement thereto, the “Prospectus”)
shall have been delivered to Dealer, in such quantities as Dealer shall reasonably have requested, on or prior to the date of delivery;


 


(b)          the
form and content of the Registration Statement and the Prospectus (including, without limitation, any sections describing the plan
of distribution) shall be reasonably satisfactory to Dealer and consistent with the form and content of prospectuses used by Dealer
in underwritten equity offerings of similar size by issuers similar to Counterparty;


 


(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 of similar size by
issuers similar to Counterparty (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 nondisclosure agreement reasonably satisfactory to each party
in respect of any such due diligence investigation) and the results of such investigation are, in the judgment of counsel to Dealer,
sufficient for Dealer to conclude that it conducted a reasonable investigation within the meaning of Section 11 of the Securities
Act; and


 


(d)          as
of the date of delivery, an agreement (the “Underwriting Agreement”) shall have been entered into with 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 of similar size by issuers similar to Counterparty, in form and substance
reasonably satisfactory to Dealer, which Underwriting Agreement shall include, without limitation, reasonable and customary provisions
substantially similar to those contained in such underwriting agreements relating, without limitation, to the indemnification of,
and contribution in connection with the liability of, Dealer and its affiliates and the provision of customary opinions, accountants’
comfort letters and lawyers’ negative assurance letters for underwritten offerings of equity securities of similar size by
issuers similar to Counterparty.


 


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


 


(a)          all
Unregistered Settlement Shares shall be delivered to 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) reasonably 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 it for inspection all
financial and other records, pertinent corporate documents and other information reasonably requested by it); provided that
prior to receiving or being granted access to any such information, Dealer or such potential purchaser, as the case may be, may
be required by Counterparty to enter into a nondisclosure agreement reasonably satisfactory to each party with Counterparty in
respect of any such due diligence investigation;


 



    Annex A – 2


     


    

 


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


 


(d)          in
connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of
such shares by Dealer (or any such affiliate), Counterparty shall, if so reasonably requested by Dealer, prepare, in cooperation
with Dealer, a customary private placement memorandum in form and substance reasonably satisfactory to Dealer and consistent with
the form and content of private placement memoranda used by Dealer in private placements of equity securities of similar size by
issuers similar to Counterparty.


 


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


 


6.            If
the Calculation Agent determines that the Net Proceeds received from the sale of the Registered Settlement Shares or Unregistered
Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward
Cash Settlement Amount (the amount in USD by which the Net Proceeds are less than the absolute value of the Forward Cash Settlement
Amount being the “Shortfall” and the date on which such determination is made and notified to Counterparty,
the “Deficiency Determination Date”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency
Determination Date (the “Makewhole Notice Date”) deliver to 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 (1) 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”), in such number as the Calculation Agent reasonably believes
would have a market value on the date of delivery equal to the Shortfall, on the first Clearance System Business Day which is also
an Exchange Business Day following the date the Calculation Agent notifies Counterparty of such number. Such Makewhole Shares shall
be sold by 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.


 



    Annex A – 3


     


    

 


7.            Notwithstanding
the foregoing, in no event shall the aggregate number of Settlement Shares and Makewhole Shares be greater than the Reserved Shares
minus the amount of any Shares actually delivered by Counterparty under any other Transaction(s) 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 the Counterparty that are not reserved for
future issuance on the date of the determination of the Capped Number; and



 


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





“Reserved
Shares” means the aggregate of the number of Shares specified as such in the Supplemental Confirmation for each outstanding
Transaction.







 



    Annex A – 4