EX-10.1




 Exhibit 10.1 

GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 
 Opening Transaction 

 

			
	To:	  	 Ciena Corporation
 7035 Ridge Road

Hanover, MD 21076

		
	A/C:	  	052252608
		
	From:	  	Goldman Sachs & Co. LLC
		
	Re:	  	Accelerated Stock Buyback
		
	Ref. No:	  	As provided in the Supplemental Confirmation
		
	Date:	  	December 13, 2021

  
  

This master confirmation (this “Master Confirmation”), dated as of December 13, 2021 is intended to set forth certain
terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Goldman Sachs & Co. LLC (“GS&Co.”) and Ciena Corporation (“Counterparty”).
This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the
form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master Confirmation and each Supplemental
Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below. 
 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 GS&Co. 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 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “Agreement”) as if GS&Co. and Counterparty had executed
the Agreement on the date of this Master Confirmation (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New
York General Obligations Law) as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to the Transactions, (iii) the
replacement of the word “third” in the last line of Section 5(a)(i) with the word “first” and (iv) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty, with
(a) a “Threshold Amount” of USD 50 million, (b) the deletion of the words “, or becoming capable at such time of being declared,” from clause (1) of such Section 5(a)(vi) and (c) the following
language added to the end of such Section 5(a)(vi): “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely by error or omission of an
administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to
pay.”). 
 The Transactions shall be the sole Transactions under the Agreement. If there exists any ISDA Master Agreement between
GS&Co. and Counterparty or any confirmation or other agreement between GS&Co. and 











 
Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between GS&Co. and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such
confirmation or agreement or any other agreement to which GS&Co. 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:
	  	GS&Co.
		
	 Shares:
	  	Common stock, par value of $0.01 per share, of Counterparty (Ticker: CIEN)
		
	 Exchange:
	  	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 Exchange Business Day, as determined by the Calculation Agent based on the New York 10b-18 Volume Weighted Average Price per Share for the regular trading session (including any
extensions thereof) of the Exchange on such Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session for such Exchange Business Day), as published by
Bloomberg at 4:15 p.m. New York time (or 15 minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “CIEN.N <Equity> AQR_SEC” (or any successor thereto), or if such
price is not so reported on such Exchange Business Day for any reason or is, in the Calculation Agent’s reasonable discretion, erroneous, such VWAP Price shall be as reasonably determined by the Calculation Agent. 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


  
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		  	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 average of the VWAP Prices for the Exchange Business Days in the Calculation Period, subject to “Valuation Disruption” below
		
	 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 GS&Co. shall have the right to designate any Exchange Business Day on or after the First Acceleration Date to be the Termination Date (the “Accelerated Termination
Date”) by delivering notice to Counterparty of any such designation prior to 11:59 p.m. New York City time on the Exchange Business Day immediately following the designated Accelerated Termination Date; provided that
(i) GS&Co. shall not so accelerate the Termination Date in part for any Transaction (a “Partial Acceleration”) if the Number of Shares to be Delivered in respect of such Partial Acceleration would be negative; and
(ii) any Partial Acceleration must relate to at least 50% of the original Prepayment Amount. In the case of any Partial Acceleration, the Calculation Agent shall adjust the terms of such Transaction as it deems appropriate in order to take into
account the occurrence of such Partial Acceleration.
		
	 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.
		
		  	Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs (i) in the Calculation Period, the Calculation Agent may postpone the Scheduled Termination Date, or (ii) in the
Settlement Valuation Period, the Calculation Agent may extend the Settlement Valuation Period, in each case, in its good faith and commercially reasonable discretion, in order to maintain or unwind a commercially reasonable Hedge Position in a
commercially reasonable manner. 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


  
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		  	Forward Price or the Settlement Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on
Rule 10b-18 eligible transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the VWAP Price for the relevant
Exchange Business Days during the Calculation Period or the Settlement Valuation Period, as the case may be, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of determining the Forward Price or the
Settlement Price, as the case may be, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. Any Exchange Business Day on which, as of the
date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled
following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.
		
		  	If a Disrupted Day occurs during the Calculation Period or the Settlement Valuation Period, as the case may be, and each of the nine immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent, in its
good faith and commercially reasonable discretion, may deem such ninth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and determine the VWAP Price for such ninth Scheduled Trading Day using its good faith estimate
of the value of the Shares on such ninth Scheduled Trading Day based on the volume, historical trading patterns and price of the Shares and such other factors as it deems appropriate.
	
	Settlement Terms:
		
	 Settlement Procedures:
	  	If the Number of Shares to be Delivered is positive, Physical Settlement shall be applicable; provided that GS&Co. does not, and shall not, make the agreement or the representations set forth in Section 9.11 of the
Equity Definitions related to the restrictions imposed by applicable securities laws with respect to any Shares delivered by GS&Co. to Counterparty under any Transaction. If the Number of Shares to be Delivered is negative, then the Counterparty
Settlement Provisions in Annex A shall apply.
		
	 Number of Shares

to be Delivered:
	  	  
 A number of Shares equal to (x)(a) the Prepayment Amount
divided by (b) the Divisor Amount minus (y) the number of Initial Shares.

		
	 Divisor Amount:
	  	The greater of (i) the Forward Price minus the Forward Price Adjustment Amount and (ii) $5.00.
		
	 Excess Dividend Amount:
	  	For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.
		
	 Settlement Date:
	  	If the Number of Shares to be Delivered is positive, the date that is one Settlement Cycle immediately following the Termination Date.
		
	 Settlement Currency:
	  	USD
		
	 Initial Share Delivery:
	  	GS&Co. 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.


  
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	 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 (a) an Extraordinary Dividend nor (ii) the issuance of incentive equity awards (including, without limitation, under stock
option plans) in the ordinary course shall constitute a Potential Adjustment Event.
		
		  	It shall constitute an additional Potential Adjustment Event if the Scheduled Termination Date for any Transaction is postponed pursuant to “Valuation Disruption” above, in which case the Calculation Agent may, in its
commercially reasonable discretion, make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines in a commercially reasonable manner appropriate to account for the
economic effect on such Transaction of such event, or if the Calculation Agent determines that no adjustment that it could make will produce a commercially reasonable result, notify the parties that the relevant consequence shall be the termination
of the Transaction, in which case “Cancellation and Payment” will be deemed to apply pursuant to Article 12 of the Equity Definitions (as if the date of such determination were a “Merger Date”).
		
	 Extraordinary Dividend:
	  	For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type
described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions).
		
	 Method of Adjustment:
	  	Calculation Agent Adjustment.
		
		  	For the avoidance of doubt, the Termination Price for any Transaction is a term of such Transaction subject to adjustment pursuant to Section 11.2(c) of the Equity Definitions.

 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 (i) Section 12.1(l) of the Equity Definitions shall be amended (x) by deleting the parenthetical in the fifth line thereof, (y) by replacing “that” in the fifth line
thereof with “whether or not such announcement” and (z) by adding immediately after the words “Tender Offer” in the fifth line thereof “, and any publicly announced change or amendment to such an announcement (including
the announcement of an abandonment of such intention)” and (ii) Sections 12.3(a) and 12.3(d) of the Equity Definitions shall each be amended by replacing each occurrence of the words “Tender Offer Date” by “Announcement
Date.”


  
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	 Consequences of

Tender Offers:

			
	 (a)
	  	Share-for-Share:	  	Modified Calculation Agent Adjustment
			
	 (b)
	  	Share-for-Other:	  	Modified Calculation Agent Adjustment
			
	 (c)
	  	Share-for-Combined:	  	Modified Calculation Agent Adjustment

  

			
	 Nationalization,

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


  

					
	 Additional Disruption Events:

			
	 (a)
	  	Change in Law:	  	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public
announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) immediately following the word
“Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; provided further that (i) any determination as to whether (A) the adoption of or any
change in any applicable law or regulation (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) 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 (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words
“(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”.
			
	 (b)
	  	Failure to Deliver:	  	Applicable
			
	 (c)
	  	Insolvency Filing:	  	Applicable


  
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	 (d)
	  	Hedging Disruption:	  	Applicable
			
	 (e)
	  	Increased Cost of Hedging:	  	Applicable provided, that, the Hedging Party’s rate to borrow Shares shall in all situations be determined in a commercially reasonable manner.
			
	 (f)
	  	Loss of Stock Borrow:	  	Applicable; provided that the Hedging Party’s rate to borrow Shares shall in all situations be determined in a commercially reasonable manner.
			
		  		  	For purposes of Section 12.9 of the Equity Definitions, all references to “Hedging Shares” shall be deemed to be references to GS&Co.’s short position in respect of the Transaction.
			
		  	Maximum Stock Loan Rate:	  	200 basis points per annum
			
		  	Hedging Party:	  	GS&Co.
			
	 (g)
	  	Increased Cost of Stock Borrow:	  	Applicable
			
		  	Initial Stock Loan Rate:	  	25 basis points per annum
			
		  	Hedging Party:	  	GS&Co.
			
		  	Determining Party:	  	GS&Co. Upon receipt of written request from Counterparty, the Determining Party shall promptly (but in no event later than within five (5) Exchange Business Days from the receipt of such request) provide Counterparty with a
written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from external sources used in making such calculation, adjustment or determination, as
the case may be, but without disclosing GS&Co.’s proprietary models or other information that may be proprietary or confidential or subject to contractual, legal or regulatory obligations to not disclose such information). All calculations
and determinations by the Determining Party in its capacity as Determining Party shall be made in good faith and in a commercially reasonable manner.

  

			
	Additional Termination Event(s):	  	Notwithstanding anything to the contrary in the Equity Definitions, if, as a result of an Extraordinary Event, any Transaction would be cancelled or terminated (whether in whole or in part) pursuant to Article 12 of the Equity
Definitions, an Additional Termination Event (with such terminated Transaction(s) (or portions thereof) being the Affected Transaction(s) and Counterparty being the sole Affected Party) shall be deemed to occur, and, in lieu of Sections 12.7, 12.8
and 12.9 of the Equity Definitions, Section 6 of the Agreement shall apply to such Affected Transaction(s).
		
		  	The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is reasonably expected to occur, as determined by the Calculation Agent, during the
Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions.


  
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	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 the Number of Shares to be Delivered is negative, the last day of
the Settlement Valuation Period; otherwise, the Termination Date.

		
	 Non-Reliance/Agreements and

Acknowledgements Regarding
 Hedging Activities/Additional

Acknowledgements:
	  	Applicable
		
	Transfer:	  	Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole or in part, to an
affiliate of GS&Co. whose obligations are guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty.
		
	GS&Co. Payment Instructions:	  	Chase Manhattan Bank New York
		  	For A/C Goldman Sachs & Co. LLC
		  	A/C #930-1-011483
		  	ABA: 021-000021
		
	 Counterparty’s Contact Details
 for Purpose
of Giving Notice:
	  	  
 To be provided by Counterparty

		
	 GS&Co.’s Contact Details for
 Purpose
of Giving Notice:
	  	Goldman Sachs & Co. LLC
		  	200 West Street
		  	New York, NY 10282-2198
		  	Attention: Michael Voris, Equity Capital Markets
		  	Telephone: 212-902-4895
		  	Facsimile: 212-291-5027
		  	Email: Michael.Voris@ny.ibd.email.gs.com
		
		  	With a copy to:
		  	Attention: Blair Seideman,
		  	Equity Capital Markets
		  	Telephone: 212-902-0923
		  	Email: Blair.Seideman@ny.ibd.email.gs.com
		
		  	And email notification to the following address:
		  	Eq-derivs-notifications@am.ibd.gs.com

 2.    Calculation Agent.    GS&Co.; provided
that following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which GS&Co. is the sole Defaulting Party, Counterparty shall have the right to
designate a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to act, during the period commencing on the date such Event of
Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent. Upon receipt of written request from Counterparty, the Calculation Agent shall promptly (but in no event later than within
five (5) Exchange Business Days from the receipt of such request) provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or
information from external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing GS&Co.’s proprietary models or other information that may be proprietary or confidential or subject
to contractual, legal or regulatory obligations to not disclose such information). All calculations and determinations by the Calculation Agent in its capacity as Calculation Agent shall be made in good faith and in a commercially reasonable manner.


  
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 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. 

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 GS&Co. that: 
 (a)    The purchase
or writing of each Transaction and the transactions contemplated hereby will not violate Rule 13e-1 or Rule 13e-4 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 (ii) in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer or
(iii) to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or
exchangeable for the Shares). 
 (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 derivatives to effect the Share buy-back program. 

(d) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither GS&Co. 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 (i) the date hereof and (ii) the Trade Date for each Transaction hereunder, Counterparty is in
compliance with its reporting obligations under the Exchange Act and its 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 as 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 GS&Co. 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


  
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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 GS&Co. 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).

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

(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 will not take any action or refrain from taking any action that would limit or in any way adversely
affect GS&Co.’s rights under the Agreement, this Master Confirmation or any Supplemental Confirmation. 

(k)    Counterparty has not entered into and will not enter into agreements 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, relevant period, calculation period or settlement valuation period in any 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 promptly amend such transaction to avoid any such overlap. 

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

  
 10 












 5.    Regulatory Disruption. In the event that GS&Co. concludes, in its sole
discretion, 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 GS&Co., 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 on any Scheduled Trading Day or Days during the Calculation Period or, if applicable, the Settlement Valuation Period,
GS&Co. 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. Any such Scheduled Trading Day on which a Market Disruption Event is deemed to
have occurred pursuant to this Section 5 shall be a Disrupted Day in full, and not a Disrupted Day only in part. 
 6.    10b5-1 Plan. Counterparty represents, warrants and covenants to GS&Co. 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 GS&Co.’s decision to make any “purchases or
sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, GS&Co.’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, waiver or termination of this Master Confirmation or the relevant Supplemental Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification, waiver or termination shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares. 
 7.    Counterparty Purchases.
Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the
prior written consent of GS&Co., 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 GS&Co and, if GS&Co is requested to make any such purchases, GS&Co will cooperate in good faith with Counterparty to execute mutually acceptable documentation pursuant to which GS&Co. or its affiliate shall
make any such purchases. However, the foregoing shall not limit Counterparty’s ability (or the ability of any “agent independent of the issuer” (as defined in Rule 10b-18)), pursuant to any
“plan” (as defined in Rule 10b-18) of Counterparty, to reacquire Shares from plan participants in connection with any equity transaction related to such plan or to limit Counterparty’s ability
to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Counterparty’s ability to repurchase Shares under privately negotiated or off-market transactions
(including, without limitation, an agreement relating to Counterparty’s 401(k) Plan or transactions with any of Counterparty’s employees, officers, directors or affiliates), so long as any such reacquisition, withholding or repurchase does
not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and is not reasonably expected to result in any purchases in the open market. 

  
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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 permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Public
Announcement”) unless such Public Announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; 

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

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

(b)    Counterparty acknowledges that a Public Announcement may cause the terms of any Transaction to be adjusted or such
Transaction to be terminated; accordingly, Counterparty acknowledges that in making any Public Announcement, it must comply with the standards set forth in Section 6 above. 

(c)    Upon the occurrence of any Public Announcement (whether made by Counterparty or a third party) GS&Co. in its
sole discretion may (i) make commercially reasonable adjustments to the terms of any Transaction, including, without limitation, the Scheduled Termination Date or the Forward Price Adjustment Amount, and/or suspend the Calculation Period and/or
any Settlement Valuation Period to account for the economic effect of such Public Announcement on such Transaction or (ii) treat the occurrence of such Public Announcement as an Additional Termination Event with Counterparty as the sole
Affected Party and the Transactions hereunder as the Affected Transactions and with the amount under Section 6(e) of the Agreement determined taking into account the fact that the Calculation Period or Settlement Valuation Period, as the case
may be, had fewer Scheduled Trading Days than originally anticipated. 
 “Merger Transaction” means any merger, acquisition
or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act. 

9.    Special Provisions for Acquisition Transaction Announcements. (a) If an Acquisition Transaction Announcement occurs on
or prior to the Settlement Date for any Transaction, then the Number of Shares to be Delivered for such Transaction shall be determined as if (i) of the definition of Divisor Amount thereof were replaced with “(i) the Forward Price”.
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 Acquisition
Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention
to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an
Acquisition Transaction or (v) any announcement of any change or amendment to any previous 

  
 12 












 
Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, 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 whether made by the Issuer or a third party. 

(c)    “Acquisition Transaction” means (i) any Merger Event (for purposes of this definition the
definition of Merger Event shall be read with the references therein to “100%” being replaced by “30%” and without reference to the clause beginning immediately following the definition of Reverse Merger therein to the end of
such definition), Tender Offer or Merger Transaction or any other transaction involving the merger of Counterparty with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Counterparty, (iii) a
recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of
assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Counterparty or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Counterparty or its
subsidiaries exceeds 15% of the market capitalization of Counterparty and (v) any transaction in which Counterparty or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction
(whether pursuant to Rule 14e-2 under the Exchange Act or otherwise). 

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, GS&Co. and its affiliates may buy or sell Shares or other securities or buy
or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to such Transaction; 

(ii)    GS&Co. 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)    GS&Co. 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; 

  
 13 












 (iv)    any market activities of GS&Co. 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 GS&Co. an option; GS&Co. may purchase
shares for its own account at an average price that may be greater than, or less than, the price paid by Counterparty under the terms of the related Transaction. 

(c)    Counterparty: 

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

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

(iii)    will notify GS&Co. if any of the statements contained in clause (i) or (ii) of this Section 10(c)
ceases to be true. 
 11.    Credit Support Documents. 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. 
 12.    No Set-off. 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, any Supplemental Confirmation, or under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped or set off
(including pursuant to Section 6 of the Agreement) against obligations under the Transactions, whether arising under the Agreement, this Master Confirmation, ay Supplemental Confirmation or under any other agreement between the parties hereto,
by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment. 
 13.    Delivery of
Shares. Notwithstanding anything to the contrary herein, GS&Co. 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. 
 14.    Early Termination. In the event
that 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
holders of Shares consists solely of cash), if either party would owe any amount to the other party pursuant to Section 6(d)(ii) of the Agreement (any such amount, a “Payment Amount”), then, in lieu of any payment of such
Payment Amount, Counterparty may, no later than the Early Termination Date or the date on which such Transaction is terminated, elect to deliver or for GS&Co. to deliver, as the case may be, to the other party a number of Shares (or, in the case
of a Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (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 (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 GS&Co., the prices at which GS&Co.
purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this Section 14 (provided that such purchase prices reflect the prevailing market prices of the Shares or Alternative Delivery Property, as the case may
be)); provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event 

  
 14 












 
involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash; and provided further that
Counterparty may make such election only if Counterparty represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of such election that, as of such date, Counterparty is not aware of any material non-public information concerning the Shares and is making such election in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws. If such delivery is made by
Counterparty, paragraphs 2 through 7 of Annex A shall apply as if such delivery were a settlement of the Transaction to which Net Share Settlement applied, the Cash Settlement Payment Date were the Early Termination Date and the Forward Cash
Settlement Amount were zero (0) minus the Payment Amount owed by Counterparty. 
 15.    Calculations and Payment Date
upon Early Termination. The parties acknowledge and agree that in calculating Loss pursuant to Section 6 of the Agreement GS&Co. may (but need not) determine losses without reference to actual losses incurred but based on expected
losses assuming a commercially reasonable (including without limitation with regard to reasonable legal and regulatory guidelines) risk bid were used to determine loss to avoid awaiting the delay associated with closing out any commercially
reasonable hedge position in a commercially reasonable manner prior to or promptly following the designation of an Early Termination Date. Notwithstanding anything to the contrary herein or in Section 6(d)(ii) of the Agreement or in the Equity
Definitions, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement or other termination or cancellation of a Transaction hereunder will be payable on the day that notice of the amount
payable is effective; provided that if Counterparty elects to receive Shares or Alternative Delivery Property in accordance with Section 14, such Shares or Alternative Delivery Property shall be delivered on a date selected by GS&Co.
as promptly as practicable. 
 16.    Automatic Termination Provisions. Notwithstanding anything to the contrary in
Section 6 of the Agreement, if a Termination Price is 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 Affected Transaction will automatically occur without any notice or action by GS&Co. or Counterparty if the price of the Shares on the Exchange at any time falls below such Termination Price, and the Exchange Business Day that the
price of the Shares on the Exchange at any time falls below the Termination Price will be the “Early Termination Date” for purposes of the Agreement. 

17.    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). 

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

19.    Amendments to the Equity Definitions. 

(a)    Section 11.2(a) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or
concentrative” with the word “an” and (ii) adding the phrase “or such Transaction” at the end thereof; 

(b)    Section 11.2(c) of the Equity Definitions is hereby amended by (i) replacing the words “a diluting or
concentrative” with the word “an” in the fifth line thereof, (ii) adding the phrase “or such Transaction” immediately following the word “Shares” in the sixth line thereof, (iii) deleting the words
“dilutive or concentrative” in the sixth to last line thereof and (iv) replacing 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 Share)” with the phrase “(and, for the avoidance of doubt, adjustments may be made to account for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Share)”; and


  
 15 












 (c)    Section 11.2(e)(vii) of the Equity Definitions is hereby amended
by (i) replacing the words “a diluting or concentrative” with the word “an” and (ii) adding the phrase “or the relevant Transaction” at the end thereof. 

20.    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). 
 21.    Illegality. The parties agree that, for the avoidance of
doubt, for purposes of Section 5(b)(i) of the Agreement, “any applicable law” shall include the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any similar law or
regulation, 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 the consequences specified in the Agreement, including without limitation, the consequences specified in Section 6 of the Agreement, shall apply to any Illegality arising from any such act, rule or regulation. 

 

	22.	 Offices. 



(a)    The Office of GS&Co. for each Transaction is: 200 West Street, New York, New York 10282-2198. 

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

23.    Submission to Jurisdiction. Section 13(b) of the Agreement is amended by deleting the phrase “non-”
from the second line of clause (b)(i) thereof. 
 24.    Waiver of Jury Trial. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THE AGREEMENT, THIS MASTER CONFIRMATION, EACH SUPPLEMENTAL CONFIRMATION, THE TRANSACTIONS HEREUNDER AND ALL MATTERS ARISING IN
CONNECTION WITH THE AGREEMENT, THIS MASTER CONFIRMATION AND ANY SUPPLEMENTAL CONFIRMATION AND THE TRANSACTIONS HEREUNDER. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTIONS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN. 
 25.    U.S. Resolution Stay
Provisions. 
 (a)     Recognition of the U.S. Special Resolution Regimes 

(i)    In the event that GS&Co. becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and
the regulations promulgated thereunder or (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder (a “U.S. Special Resolution Regime”) the transfer from GS&Co. of
this Confirmation, and any interest and obligation in or under, and any property securing, this Confirmation, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Confirmation, and
any interest and obligation in or under, and any property securing, this Confirmation were governed by the laws of the United States or a state of the United States. 

(ii)    In the event that GS&Co. or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution
Regime, any Default Rights (as defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable (“Default Right”)) under this Confirmation that may be exercised against GS&Co. are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Confirmation were governed by the laws of the United States or a state of the United States. 

  
 16 












 (b)    Limitation on Exercise of Certain Default Rights Related to an
Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything to the contrary in this Confirmation, the parties expressly acknowledge and agree that: 

(i)    Counterparty shall not be permitted to exercise any Default Right with respect to this Confirmation or any
Affiliate Credit Enhancement that is related, directly or indirectly, to an Affiliate of the GS&Co. becoming subject to receivership, insolvency, liquidation, resolution, or similar proceeding (an “Insolvency Proceeding”), except to
the extent that the exercise of such Default Right would be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and 

(ii)    Nothing in this Confirmation shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or
obligation in or under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following an Affiliate of GS&Co. becoming subject to an Insolvency Proceeding, unless the transfer
would result in the Counterparty being the beneficiary of such Affiliate Credit Enhancement in violation of any law applicable to the Counterparty. 

(iii)    For the purpose of this paragraph: 

A.    “Affiliate” is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). 

B.    “Credit Enhancement” means any credit enhancement or credit support arrangement in support of the
obligations of GS&Co. under or with respect to this Confirmation, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar
arrangement, letter of credit, transfer of margin or any similar arrangement. 
 (c)    U.S. Protocol. If
Counterparty has previously adhered to, or subsequently adheres to, the ISDA 2018 U.S. Resolution Stay Protocol as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ISDA U.S. Protocol”),
the terms of such protocol shall be incorporated into and form a part of this Confirmation and the terms of the ISDA U.S. Protocol shall supersede and replace the terms of this section. For purposes of incorporating the ISDA U.S. Protocol,
GS&Co. shall be deemed to be a Regulated Entity, Counterparty shall be deemed to be an Adhering Party, and this Confirmation shall be deemed to be a Protocol Covered Agreement. Capitalized terms used but not defined in this paragraph shall have
the meanings given to them in the ISDA U.S. Protocol. 
 (d)    Pre-existing In-Scope Agreements. GS&Co. and Counterparty agree that to the extent there are any outstanding “in-scope QFCs,” as defined in 12 C.F.R. § 252.82(d),
that are not excluded under 12 C.F.R. § 252.88, between GS&Co. and Counterparty that do not otherwise comply with the requirements of 12 C.F.R. § 252.2, 252.81–8 (each such agreement, a “Preexisting In-Scope Agreement”), then each such Preexisting In-Scope Agreement is hereby amended to include the foregoing provisions in this section, with references to “this
Confirmation” being understood to be references to the applicable Preexisting In-Scope Agreement. 

26.    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. 

  
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 Counterparty hereby agrees (a) to check this Master Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. and Counterparty with respect to any particular Transaction to which this Master Confirmation relates, by manually or electronically signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing
the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile No. 212-428-1980/83 or
by email to Eq-derivs-notifications@am.ibd.gs.com. 
  

			
	Yours faithfully,
	
	GOLDMAN SACHS & CO. LLC
		
	By:	 	 /s/ Mike Voris

	Authorized Signatory


  

			
	 Agreed and Accepted By:
  

CIENA CORPORATION

		
	By:	 	 /s/ James E. Moylan, Jr.

		 	 Name: James E. Moylan, Jr
 Title: SVP &
CFO













 SCHEDULE A 

SUPPLEMENTAL CONFIRMATION 
  

			
	To:	  	 Ciena Corporation
 7035 Ridge Road

Hanover, MD 21076

		
	From:	  	Goldman Sachs & Co. LLC
		
	Subject:	  	Accelerated Stock Buyback
		
	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 Goldman Sachs & Co. LLC
(“GS&Co.”) and Ciena Corporation (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between GS&Co.
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 December 13, 2021 (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:	  	USD [    ]
		
	Calculation Period Start Date:	  	[            ]
		
	Scheduled Termination Date:	  	[            ]
		
	First Acceleration Date:	  	[            ]
		
	Prepayment Amount:	  	USD [            ]
		
	Prepayment Date:	  	[            ]
		
	Initial Shares:	  	[                    ] Shares; provided that if, in connection with the Transaction, GS&Co. is unable to borrow or
otherwise acquire a number of Shares equal to the Initial Shares for delivery to Counterparty on the Initial Share Delivery Date in a commercially reasonable manner, the Initial Shares delivered on the Initial Share Delivery Date shall be reduced to
such number of Shares that GS&Co. is able to so borrow or otherwise acquire.
		
	Initial Share Delivery Date:	  	[            ]
		
	Termination Price:	  	USD [    ] per Share
		
	Additional Relevant Days:	  	The [      ] Exchange Business Days immediately following the Calculation Period.


  
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 3.    Counterparty represents and warrants to GS&Co. 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. 

  
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 Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and
immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between
GS&Co. and Counterparty with respect to the Transaction to which this Supplemental Confirmation relates, by manually or electronically signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and
providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile
No. 212-428-1980/83 or by email to Eq-derivs-notifications@am.ibd.gs.com. 

 

			
	 Yours sincerely,
  

GOLDMAN SACHS & CO. LLC

		
	By:	 	  

		 	Authorized Signatory


  

			
	 Agreed and Accepted By:
  

CIENA CORPORATION

		
	By:	 	  

		 	Name:
		 	Title:


  
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 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 may make a settlement method election only if the Electing Party represents and warrants to GS&Co. in writing on the date it notifies GS&Co. of its election that, as of such date, the Electing Party is not aware
of any material non-public information concerning Counterparty or the Shares and is electing the settlement method in good faith and not as part of a plan or scheme to evade compliance with the federal
securities laws.
		
	Electing Party:	  	Counterparty
		
	 Settlement Method
 Election Date:
	  	  
 The earlier of (i) the Scheduled Termination Date and
(ii) the second Exchange Business Day immediately following the Accelerated Termination Date (in which case the election under Section 7.1 of the Equity Definitions shall be made no later than 10 minutes prior to the open of trading on the
Exchange on such second Exchange Business Day), as the case may be

		
	Default Settlement Method:	  	Cash Settlement
		
	 Forward Cash Settlement
 Amount:
	  	  
 The Number of Shares to be Delivered multiplied by the
Settlement Price

		
	Settlement Price:	  	The average of the VWAP Prices for the Exchange Business Days in the Settlement Valuation Period, subject to Valuation Disruption as specified in the Master Confirmation
		
	Settlement Valuation Period:	  	A number of Scheduled Trading Days selected by GS&Co. in its reasonable discretion, based on the number of Scheduled Trading Days that is required to unwind a commercially reasonable hedge position, taking into account market
conditions at the time (including, but not limited to, liquidity), beginning on the Scheduled Trading Day immediately following the earlier of (i) the Scheduled Termination Date or (ii) the Exchange Business Day immediately following the
Termination Date



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

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



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

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

(a)    a registration statement covering public resale of the Registered Settlement Shares by GS&Co. (the
“Registration Statement”) shall have been filed with the Securities and Exchange Commission under the Securities Act and been declared or otherwise become effective on or prior to the date of delivery, and no stop order shall be in
effect with respect to the Registration Statement; a printed prospectus relating to the Registered Settlement Shares (including any prospectus supplement thereto, the “Prospectus”) shall have been delivered to GS&Co., in such
quantities as GS&Co. 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 satisfactory to GS&Co.; 

(c)    as of or prior to the date of delivery, GS&Co. 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 and the results of such investigation are satisfactory to GS&Co., in its discretion; and 

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

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

(a)    all Unregistered Settlement Shares shall be delivered to GS&Co. (or any affiliate of GS&Co. designated by
GS&Co.) 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, GS&Co. and any potential purchaser of any such shares from GS&Co.
(or any affiliate of GS&Co. designated by GS&Co.) identified by GS&Co. shall be afforded a 

  
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commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities (including, without
limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); 

(c)    as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement
Agreement”) with GS&Co. (or any affiliate of GS&Co. designated by GS&Co.) in connection with the private placement of such shares by Counterparty to GS&Co. (or any such affiliate) and the private resale of such shares by
GS&Co. (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to GS&Co., which Private
Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the
liability of, GS&Co. and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters (provided that the private placement agreement shall only require that the
Counterparty use best efforts to provide customary opinions, accountants’ comfort letters, and lawyers’ negative assurance letters), and shall provide for the payment by Counterparty of all commercially reasonable fees and expenses in
connection with such resale, including all commercially reasonable fees and expenses of counsel for GS&Co., and shall contain 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 GS&Co. (or any such affiliate) and
the private resale of such shares by GS&Co. (or any such affiliate), Counterparty shall, if so requested by GS&Co., prepare, in cooperation with GS&Co., a private placement memorandum in form and substance reasonably satisfactory to
GS&Co. 
 5.    GS&Co., itself or through an affiliate (the “Selling Agent”) or any
underwriter(s), will sell all, or such lesser portion as may be required hereunder, of the Registered Settlement Shares or Unregistered Settlement Shares and any Makewhole Shares (as defined below) (together, the “Settlement
Shares”) delivered by Counterparty to GS&Co. pursuant to paragraph 6 below commencing on the Cash Settlement Payment Date and continuing until the date on which the aggregate Net Proceeds (as such term is defined below) of such sales,
as determined by GS&Co., is equal to the absolute value of the Forward Cash Settlement Amount (such date, the “Final Resale Date”). If the proceeds of any sale(s) made by GS&Co., the Selling Agent or any underwriter(s), net
of any commercially reasonable fees and commissions (including, without limitation, underwriting or placement fees) customary for similar transactions under the circumstances at the time of the offering, together with carrying charges and expenses
incurred in connection with the offer and sale of the Shares (including, but without limitation to, the covering of any over-allotment or short position (syndicate or otherwise)) (the “Net Proceeds”) exceed the absolute value of the
Forward Cash Settlement Amount, GS&Co. will refund, in USD, such excess to Counterparty on the date that is three (3) Currency Business Days following the Final Resale Date, and, if any portion of the Settlement Shares remains unsold,
GS&Co. shall return to Counterparty on that date such unsold Shares. 
 6.    If the Calculation Agent determines
that the Net Proceeds received from the sale of the Registered Settlement Shares or Unregistered Settlement Shares or any Makewhole Shares, if any, pursuant to this paragraph 6 are less than the absolute value of the Forward Cash Settlement Amount
(the amount in USD by which the Net Proceeds are less than the absolute value of the Forward Cash Settlement Amount being the “Shortfall” and the date on which such determination is made, the “Deficiency Determination
Date”), Counterparty shall on the Exchange Business Day next succeeding the Deficiency Determination Date (the “Makewhole Notice Date”) deliver to GS&Co., 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 GS&Co. additional Shares, then Counterparty shall deliver additional Shares in compliance with the terms and conditions of paragraph 3 or paragraph 4 above, as the case may be (the “Makewhole Shares”), on the first
Clearance System Business Day which is also an Exchange Business Day following the Makewhole Notice Date in such number as the Calculation Agent reasonably believes would have a market value on that Exchange Business Day equal to the Shortfall. Such
Makewhole Shares shall be sold by GS&Co. 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


  
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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 GS&Co. further
Makewhole Shares until such Shortfall has been reduced to zero. For the avoidance of doubt, Counterparty is not obligated to satisfy any Shortfall in cash. 

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 initially, 6,745,817 Shares. The Reserved Shares may be
increased or decreased in a Supplemental Confirmation. 

  
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