EX-10.1




 Exhibit 10.1 

[Dealer Contact Information] 

August 8, 2022 
  

			
	To:	 	Global Payments Inc.
		 	3550 Lenox Road
		 	Atlanta, Georgia 30326
		 	Attention:         David Green
		 	Telephone No.: [                    ]
		 	Facsimile No.:  [                    ]
		
	Re:	 	Call Option Transaction

 The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and
conditions of the call option transaction entered into between [                    ] (“Dealer”) and Global Payments Inc.
(“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement, together with the Hedging Notice, constitutes a “Confirmation” as referred to in the ISDA Master Agreement
specified below. Each party further agrees that this Confirmation and the Hedging Notice, together with the Agreement, evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to
which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.1 

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as
published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. Certain defined terms used herein are based on terms that are defined in an Indenture dated August 8, 2022
between Counterparty and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”) relating to the Counterparty’s 1.00% Convertible Senior Notes due 2029 (as originally issued by Counterparty, the
“Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate principal amount of USD 1,500,000,000. In the event of any inconsistency
between the terms defined in the Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that the Indenture section numbers used herein are based on the Indenture as executed. References to the Indenture herein are
references to the Indenture as in effect on the date of its execution, and if the Indenture is amended or supplemented following such date (other than any amendment or supplement pursuant to Section 10.11 of the Indenture, subject to the second
paragraph under “Method of Adjustment” in Section 3), any such amendment or supplement will be disregarded for purposes of this Confirmation (other than as provided in Section 9(j)(iii) below) unless the parties agree otherwise
in writing. 
 Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from
engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below. 

1.    This Confirmation and the Hedging Notice evidence a complete and binding agreement between Dealer and Counterparty as to the terms
of the Transaction to which this Confirmation relates. This Confirmation and the Hedging Notice shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if
Dealer and Counterparty had executed an agreement in such form on the date hereof (but without any Schedule except for (i) the election of the laws of the State of New York as the governing law (without reference to choice of law doctrine),
(ii) in respect of Section 5(a)(vi) of the Agreement, the election that the “Cross Default” provisions shall apply to Dealer with a “Threshold Amount” of three percent of the shareholders’ equity of Dealer as of the
Trade Date; provided that (a) the phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi) of the Agreement, (b) the following sentence shall be added
to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature;
(ii) funds were available to enable the party to make the payment when due; and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.”; and (c) the term
“Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include 

 

	1 	 Dealer parent guarantee to be provided if Dealer is not highest rated entity.














 
obligations in respect of deposits received in the ordinary course of a party’s banking business). In the event of any inconsistency between provisions of the Agreement, the Equity
Definitions, this Confirmation and the Hedging Notice, the following shall prevail for purposes of the Transaction to which this Confirmation relates in the order of precedence indicated: (i) the Hedging Notice; (ii) this Confirmation;
(iii) the Equity Definitions; and (iv) the Agreement. The Transaction hereunder shall be the sole Transaction 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 Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement. 

2.    The Transaction shall be considered a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular
Transaction to which this Confirmation relates are as follows: 
  

					
		  	General Terms.	  	
			
		  	 Trade Date:
	  	August 8, 2022
			
		  	 Option Style:
	  	“Modified American”, as described under “Procedures for Exercise” below
			
		  	 Option Type:
	  	Call
			
		  	 Buyer:
	  	Counterparty
			
		  	 Seller:
	  	Dealer
			
		  	 Shares:
	  	The common stock of Counterparty, no par value (Exchange symbol “GPN”).
			
		  	 Number of Options:
	  	1,500,000. For the avoidance of doubt, the Number of Options shall be reduced by any Options exercised by Counterparty. In no event will the Number of Options be less than zero.
			
		  	 Applicable Percentage:
	  	[    ]%
			
		  	 Option Entitlement:
	  	A number equal to the product of the Applicable Percentage and 7.1089.
			
		  	 Strike Price:
	  	USD 140.6687
			
		  	 Cap Price:
	  	An amount in USD specified in the Hedging Notice, to be determined by Calculation Agent according to the table set forth in Schedule II attached hereto (using linear interpolation or linear extrapolation by Calculation Agent, as
applicable, to determine the Cap Price for any Hedge Price not specifically appearing in Schedule II); provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in connection with any commercially
reasonable adjustment by the Calculation Agent under this Confirmation.
			
		  	 Hedge Price:
	  	An amount per Share specified in the Hedging Notice, to be equal to the arithmetic average of the 10b-18 VWAPs for each of the Exchange Business Days in the Hedging Period; provided
that if any Exchange Business Day during the Hedging Period is a Disrupted Day, the Calculation


  
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		  		  	Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the 10b-18 VWAP for such Disrupted Day shall not be included for purposes of determining
the Hedge Price, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the 10b-18 VWAP for such Disrupted Day shall be determined by the Calculation Agent taking into account the
nature and duration of the relevant Market Disruption Event, and the weighting of the 10b-18 VWAPs for the relevant Exchange Business Days during the Hedging Period shall be adjusted in a commercially
reasonable manner by the Calculation Agent for purposes of determining the Hedge Price, with such adjustments based on, among other factors, the nature and duration of any Market Disruption Event and the volume, historical trading patterns and price
of the Shares; provided further that a Disrupted Day resulting from a Regulatory Disruption shall be treated in all cases as a Disrupted Day in full.
			
		  	 Hedging Period:
	  	The thirteen consecutive Exchange Business Days beginning on, and including, the Exchange Business Day immediately following the Trade Date; provided that if such Exchange Business Day is a Disrupted Day, the Hedging
Period shall be extended by one Exchange Business Day for each such Disrupted Day.
			
		  		  	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by (A) 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,” in clause (ii) thereof and (B) replacing
the words “or (iii) an Early Closure.” therein with “(iii) an Early Closure, or (iv) a Regulatory Disruption; in each case, that the Calculation Agent determines is material.” Section 6.3(d) of the Equity
Definitions is hereby amended by deleting the remainder of the provision following the words “Scheduled Closing Time” in the fourth line thereof. “Regulatory Disruption” means any event that Designated Dealer, in its
reasonable discretion, based on the advice of counsel, determines makes it appropriate, with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures, for Designated Dealer to refrain from or decrease any
market activity in connection with the Transaction in order to maintain or establish a commercially reasonable Hedge Position.
			
		  		  	During the Hedging Period, Dealer shall not, and shall cause its affiliates and agents (if any) not to, make any purchases of Shares in connection with the Transaction, other than purchases made to dynamically hedge for
Dealer’s own account or the account of its affiliate(s) the optionality arising under the Transaction and any Hedge Positions in respect of the Transaction.


  
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		  	 10b-18 VWAP:
	  	For any Exchange Business Day, the composite 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 City time) (or 15
minutes following the end of any extension of the regular trading session) on such Exchange Business Day, on Bloomberg page “GPN <Equity> AQR_SEC” (or any successor thereto), or if unavailable other than due to the occurrence of a
Disrupted Day or manifestly incorrect, the market value of one Share, using, if practicable, a 10b-18-based volume weighted method, as determined by the Calculation
Agent in a commercially reasonable manner.
			
		  	 Designated Dealer:
	  	[                    ]. Designated Dealer shall provide written notice (which, for the avoidance of doubt, shall include notice by
email) to Counterparty and Dealer prior to 6:00 p.m. (New York City time) on each Exchange Business Day during the Hedging Period of the 10b-18 VWAP for such Exchange Business Day and the arithmetic average of
the 10b-18 VWAPs for each of the Exchange Business Days in the Hedging Period as of such Exchange Business Day. Designated Dealer shall, and shall cause its affiliates and agents (if any) to, use commercially
reasonable efforts to make all purchases of Shares during the Hedging Period in connection with any Call Option Agreement and the equity swaps between Designated Dealer and any dealers that are parties to Call Option Agreements (collectively, the
“Initial Hedge Purchases”) in a manner that would comply with the limitations set forth in clauses (b)(2), (b)(3) and (b)(4) of Rule 10b-18 under the Exchange Act (“Rule 10b-18”), as if such rule were applicable to such purchases and neither Counterparty nor any “affiliated purchaser” had made any “Rule 10b-18
Purchases” under Rule 10b-18 (except through the Designated Dealer) during the Hedging Period, taking into account any applicable U.S. Securities and Exchange Commission
no-action letters, as appropriate, and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond Designated Dealer’s (or such
affiliate’s or agent’s (if any)) control. Designated Dealer shall, and shall cause its affiliates and agents (if any) to, use only one broker or dealer in making the Initial Hedge Purchases. “Call Option Agreements” means
the call option transactions entered into by Counterparty in connection with the Convertible Notes on the Trade Date.
			
		  	 Hedging Notice:
	  	A notice in the form of the “Form of Hedging Notice” attached hereto as Schedule I specifying the “Hedge Price” and “Cap Price”, which Dealer shall deliver to Counterparty prior to 9:00 a.m. (New York
City time) on the Exchange Business Day immediately following the last Exchange Business Day in the Hedging Period (as it may be extended).


  
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		  	 Premium:
	  	USD [            ]
			
		  	 Premium Payment Date:
	  	August 11, 2022
			
		  	 Exchange:
	  	The New York Stock Exchange
			
		  	 Related Exchange(s):
	  	All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such section.
			
		  	 Excluded Provisions:
	  	Section 10.06(f) and Section 10.14 of the Indenture.
			
		  	Procedures for Exercise.	  	
			
		  	 Conversion Date:
	  	With respect to any conversion of a Convertible Note (other than any conversion of Convertible Notes with a Conversion Date occurring prior to the Free Convertibility Date (any such conversion, an “Early
Conversion”), to which the provisions of Section 9(j)(iv) of this Confirmation shall apply), the date on which the Holder (as such term is defined in the Indenture) of such Convertible Note satisfies all of the requirements for
conversion thereof as set forth in Section 10.01(b) of the Indenture.
			
		  	 Free Convertibility Date:
	  	May 15, 2029
			
		  	 Expiration Time:
	  	The Valuation Time
			
		  	 Expiration Date:
	  	August 15, 2029, subject to earlier exercise.
			
		  	 Multiple Exercise:
	  	Applicable, as described under “Automatic Exercise” below.
			
		  	 Automatic Exercise:
	  	Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date in respect of which a Conversion Notice (as defined in the Indenture) that is effective as to
Counterparty has been delivered by the relevant converting Holder, a number of Options equal to the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred shall be deemed to be automatically
exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below.
			
		  		  	Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options.
			
		  	 Notice of Exercise:
	  	Notwithstanding anything to the contrary in the Equity Definitions or under “Automatic Exercise” above, in order to exercise any Options relating to Convertible Notes with a Conversion Date occurring on or after the
Free


  
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		  		  	Convertibility Date, Counterparty must notify Dealer in writing before 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date specifying the number of such Options that are to be
exercised; provided that, notwithstanding the foregoing, such notice (and the related exercise of Options) shall be effective if given after the applicable notice deadline specified above but prior to 4:00 p.m. (New York City time) on the
fifth Scheduled Valid Day following such notice deadline, in which event the Calculation Agent shall have the right to adjust the delivery obligation under this Confirmation and the Settlement Date as appropriate to reflect the commercially
reasonable additional costs (including, but not limited to, additional costs related to hedging mismatches and market losses and gains) and commercially reasonable expenses incurred by Dealer in connection with commercially reasonable hedging
activities (including the unwinding of any commercially reasonable Hedge Positions) as a result of Dealer not having received such notice on or prior to such notice deadline and Dealer’s obligation to make any payment or delivery in respect of
such exercise shall not be extinguished; provided further that if the Relevant Settlement Method for such Options is (x) Cash Settlement or (y) Combination Settlement, Dealer shall have received a separate notice (the
“Notice of Final Settlement Method”) in respect of all such Convertible Notes before 5:00 p.m. (New York City time) on the Free Convertibility Date specifying (1) the Relevant Settlement Method for such Options, and (2) if
the settlement method for the related Convertible Notes is not Settlement in Cash (as defined below), the fixed percentage of the consideration due upon conversion per Convertible Note in excess of the principal amount thereof that Counterparty has
elected to deliver to Holders (as such term is defined in the Indenture) of the related Convertible Notes in cash (the “Cash Percentage”). If Counterparty fails to timely provide such Notice of Final Settlement Method, it shall be
deemed to have provided a Notice of Final Settlement Method indicating that the Relevant Settlement Method is Net Share Settlement and that the Cash Percentage elected in connection with the settlement of the conversion of the related Convertible
Notes is 0%. Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any
election of a Cash Percentage in connection with the settlement of the conversion of the related Convertible Notes.
			
		  	 Valuation Time:
	  	At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in good faith and in a commercially
reasonable manner.


  
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		  	 Relevant Stock Exchange:
	  	The New York Stock Exchange or, if the Shares are not then listed on The New York Stock Exchange, the principal other U.S. national securities exchange or market on which the Shares are then listed.
			
		  	 Convertible Market Disruption Event:
	  	With respect to the Shares, (i) a failure by the Relevant Stock Exchange to open for trading during its regular trading session or (ii) the occurrence or existence for more than
one-half hour period in the aggregate on any Scheduled Valid Day of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the Relevant Stock Exchange or
otherwise) of the Shares or in any options contracts or future contracts relating to the Shares, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such day.
			
		  	Settlement Terms.	  	
			
		  	 Settlement Method:
	  	For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement
Method, but only if Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such Option.
			
		  	 Relevant Settlement Method:
	  	In respect of any Option:
			
		  		  	(i) if Counterparty has not elected to settle all or any portion of its conversion obligations in respect of the related Convertible Note in excess of the principal amount in cash, either by specifying a Cash Percentage of 0% or not
timely specifying a Cash Percentage, in each case pursuant to Section 10.02 of the Indenture, then the Relevant Settlement Method for such Option shall be Net Share Settlement;
			
		  		  	(ii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in excess of its principal amount in a combination of cash and Shares by specifying a Cash Percentage less than 100%
but greater than 0% pursuant to Section 10.02 of the Indenture, then the Relevant Settlement Method for such Option shall be Combination Settlement; and
			
		  		  	(iii) if Counterparty has elected to settle its conversion obligations in respect of the related Convertible Note in excess of its principal amount entirely in cash pursuant to Section 10.02 of the Indenture (such settlement
method, “Settlement in Cash”), then the Relevant Settlement Method for such Option shall be Cash Settlement.
			
		  	 Net Share Settlement:
	  	If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net
Share


  
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		  		  	Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the
Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the
Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option.
			
		  		  	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the applicable Settlement Averaging
Period.
			
		  	 Combination Settlement:
	  	If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay and/or deliver, as the case may be, to Counterparty, on the relevant Settlement Date for each such Option:
			
		  		  	 (i) cash (the “Combination Settlement Cash Amount”) equal to the sum, for
each Valid Day during the Settlement Averaging Period for such Option, of (A) an amount for such Valid Day (the “Daily Combination Settlement Cash Amount”) equal to the product of (1) the Cash Percentage and (2) the
Daily Option Value for such Valid Day, divided by (B) the number of Valid Days in the Settlement Averaging Period; provided that if the calculation in clause (A) above results in zero or a negative number for any Valid Day,
the Daily Combination Settlement Cash Amount for such Valid Day shall be deemed to be zero; and

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

			
		  		  	provided that in no event shall the sum of (x) the Combination Settlement Cash Amount for any Option and (y) the Combination Settlement Share Amount for such Option multiplied by the Applicable Limit
Price on the Settlement Date for such Option, exceed the Applicable Limit for such Option. If any reduction is made to the


  
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		  		  	delivery obligation hereunder as a result of the foregoing proviso, such reduction shall first be made to any Combination Settlement Share Amount.
			
		  		  	Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Combination Settlement Share Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging
Period.
			
		  	 Cash Settlement:
	  	If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an
amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number
of Valid Days in the Settlement Averaging Period; provided that in no event shall the Cash Settlement Amount exceed the Applicable Limit for such Option.
			
		  	 Daily Option Value:
	  	For any Valid Day, an amount equal to (i) the Option Entitlement on such Valid Day, multiplied by (ii) (A) the lesser of the Relevant Price on such Valid Day and the Cap Price, less (B) the Strike
Price on such Valid Day; provided that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Valid Day shall be deemed to be zero. In no event will the Daily Option Value be less
than zero.
			
		  	 Applicable Limit:
	  	For any Option, an amount of cash equal to the Applicable Percentage multiplied by the excess of (i) the aggregate of (A) the amount of cash payable to the Holder of the related Convertible Note upon
conversion of such Convertible Note and (B) the number of Shares, if any, deliverable to the Holder of the related Convertible Note upon conversion of such Convertible Note multiplied by the Applicable Limit Price on the
Settlement Date for such Option, over (ii) USD 1,000.
			
		  	 Applicable Limit Price:
	  	On any day, the opening price as displayed under the heading “Op” on Bloomberg page GPN <equity> (or any successor thereto).
			
		  	 Valid Day:
	  	A day on which (i) there is no Convertible Market Disruption Event, (ii) trading in the Shares generally occurs on the Relevant Stock Exchange or, if the Shares are not then listed on a U.S. national securities exchange,
on the principal other market on which the Shares are then traded, and (iii) a closing sale price for the Shares is available on such securities exchange or market; provided that if the Shares are not so listed or traded, “Valid
Day” means a Business Day.
			
		  	 Scheduled Valid Day:
	  	A day that is scheduled to be a Valid Day on the Relevant Stock Exchange. If the Shares are not listed on any U.S. national securities exchange, “Scheduled Valid Day” means a Business
Day.


  
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		  	 Business Day:
	  	Any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.
			
		  	 Relevant Price:
	  	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “GPN <equity> AQR” (or its equivalent successor if such page is not available)
in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Valid Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Valid
Day determined, using a volume-weighted average method, if practicable, by the Calculation Agent). The “Relevant Price” shall be determined without regard to after-hours trading or any other trading outside of the regular trading
session trading hours.
			
		  	 Settlement Averaging Period:
	  	For any Option, the 20 consecutive Valid Days commencing on, and including, the 21st Scheduled Valid Day immediately prior to the Expiration Date.
			
		  	 Settlement Date:
	  	For any Option, the second Business Day immediately following the final Valid Day of the Settlement Averaging Period for such Option.
			
		  	 Settlement Currency:
	  	USD
			
		  	 Other Applicable Provisions:
	  	The provisions of Sections 9.1(c), 9.8, 9.9, 9.11 and 9.12 of the Equity Definitions will be applicable, except that all references in such provisions to “Physical Settlement” or “Physically-settled” shall be
read as references to “Share Settled”. “Share Settled” in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.
			
		  	 Representation and Agreement:
	  	Notwithstanding anything to the contrary in the Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery,
subject to restrictions and limitations arising from Counterparty’s status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of
delivery through the Clearance System, (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)) and
(iv) the “Representation and Agreement” contained in Section 9.11 of the Equity Definitions shall be deemed modified accordingly.


  
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	3.	  	Additional Terms applicable to the Transaction.	  	
			
		  	Adjustments applicable to the Transaction:	  	
			
		  	 Potential Adjustment Events:
	  	Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an
adjustment under the Indenture to the “Conversion Rate” or the composition of a unit of “Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value,” “Daily
Net Cash Portion,” “Daily Share Portion” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment
shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which
holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the third sentence of
the first paragraph of Section 10.06(c) of the Indenture or the third sentence of Section 10.06(d) of the Indenture).
			
		  	 Method of Adjustment:
	  	Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and a commercially reasonable manner in
accordance with the terms of the Indenture, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the
Transaction to the extent an analogous adjustment is required to be made pursuant to the Indenture in connection with such Potential Adjustment Event.
			
		  		  	Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:
			
		  		  	 (i) if the Calculation Agent in good faith and in a commercially reasonable manner disagrees
with any adjustment to the Convertible Notes (based on the terms of the Indenture and that is a basis of any adjustment hereunder) that involves an exercise of discretion by Counterparty or its board of directors (including, without limitation,
pursuant to Section 10.08 of the Indenture, Section 10.11 of the Indenture or any supplemental indenture entered into thereunder or in connection with any proportional adjustment or the determination of the fair value of any securities,
property, rights or other assets), then in each such case, the Calculation Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other
variable



  
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		  		  	     relevant to the exercise, settlement or payment for the Transaction
in a commercially reasonable manner taking into account the relevant provisions of the Indenture;

			
		  		  	 (ii)  in connection with any Potential Adjustment Event as a result of an event or
condition set forth in Section 10.06(b) of the Indenture or Section 10.06(c) of the Indenture where, in either case, the period for determining “Y” (as such term is used in Section 10.06(b) of the Indenture) or
“SP0” (as such term is used in Section 10.06(c) of the Indenture), as the case may be, begins before Counterparty has publicly announced the event or condition giving rise to such Potential Adjustment Event, then the Calculation Agent
shall have the right to adjust in good faith and in a commercially reasonable manner, taking into account the terms of the Indenture, any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the
commercially reasonable costs (including, but not limited to, hedging mismatches and market losses customary for transactions similar to the Transaction with counterparties similar to Counterparty) and commercially reasonable, documented out-of-pocket expenses incurred by Dealer in connection with its commercially reasonable hedging activities customary for transactions similar to the Transaction with
counterparties similar to Counterparty as a result of such event or condition not having been publicly announced prior to the beginning of such period; and

			
		  		  	 (iii)  if any Potential Adjustment Event is declared and (a) the event or
condition giving rise to such Potential Adjustment Event is subsequently amended, modified, cancelled or abandoned, (b) the “Conversion Rate” (as defined in the Indenture) is otherwise not adjusted at the time or in the manner
contemplated by the relevant Dilution Adjustment Provision based on such declaration or (c) the “Conversion Rate” (as defined in the Indenture) is adjusted as a result of such Potential Adjustment Event and subsequently re-adjusted (each of clauses (a), (b) and (c), a “Potential Adjustment Event Change”) then, in each case, the Calculation Agent shall have the right to adjust, in good faith and in a commercially
reasonable manner, taking into account the terms of the Indenture, any variable relevant to the exercise, settlement or payment for the Transaction as appropriate to reflect the costs (including, but not limited to, hedging mismatches and market
losses customary



  
 12 













					
			
		  		  	for transactions similar to the Transaction with counterparties similar to Counterparty) and commercially reasonable, documented out-of-pocket expenses
incurred by Dealer in connection with its commercially reasonable hedging activities customary for transactions similar to the Transaction with counterparties similar to Counterparty as a result of such Potential Adjustment Event Change.
			
		  	 Dilution Adjustment Provisions:
	  	Sections 10.06(a), (b), (c), (d) and (e) and Section 10.08 of the Indenture.
			
		  	Extraordinary Events applicable to the Transaction:	  	
			
		  	 Merger Events:
	  	Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Merger Event” in
Section 10.11 of the Indenture.
			
		  	 Tender Offers:
	  	Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 10.06(e) of the
Indenture.
			
		  	 Consequences of Merger Events /
	  	
		  	 Tender Offers:
	  	Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent, in a commercially reasonable manner, shall make a corresponding
adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise,
settlement or payment for the Transaction to the extent an analogous adjustment is required to be made pursuant to the Indenture in connection with such Merger Event or Tender Offer, as the case may be, subject to the second paragraph under
“Method of Adjustment”; provided, however, that no such adjustment shall be made in respect of any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that, in respect of any election
by the holders of Shares with respect to the consideration due upon consummation of any Merger Event, the Calculation Agent shall have the right to adjust any variable relevant to the exercise, settlement or payment for the Transaction as
appropriate to compensate Dealer for any losses (including, without limitation, market losses customary for transactions similar to the Transaction with counterparties similar to Counterparty) solely as a result of any mismatch between its Hedge
Position, assuming Dealer maintains a commercially reasonable Hedge Position, and the type and amount of consideration actually paid or issued to the holders of Shares in respect of such Merger Event; provided further that if, with respect to
a Merger Event or


  
 13 













					
			
		  		  	a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not treated as a corporation for U.S. federal income tax purposes or is
not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be treated as a corporation for U.S. federal
income tax purposes or will not be organized under the laws of the United States, any State thereof or the District of Columbia, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially
reasonable discretion; provided further that, for the avoidance of doubt, adjustments shall be made pursuant to the provisions set forth above regardless of whether any Merger Event or Tender Offer gives rise to an Early Conversion.
			
		  	 Nationalization, Insolvency or Delisting:
	  	Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located
in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange,
The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the
Exchange.
			
		  	 Consequences of Announcement Events:
	  	Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event (w) references to “Tender Offer” shall be replaced by
references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (x) the phrase “exercise, settlement, payment or any other terms of the
Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)”, (y) the words “whether within a
commercially reasonable (as determined by the Calculation Agent) period of time prior to or after the Announcement Event,” shall be inserted prior to the word “which” in the seventh line, and (z) for the avoidance of doubt, the
Calculation Agent shall determine whether the relevant Announcement Event has had an economic effect on the Transaction (and, if so, shall adjust the Cap Price accordingly) on one or more occasions on or after the date of the Announcement Event up
to, and including, the Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to
the


  
 14 













					
			
		  		  	same Announcement Event. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable.
			
		  	 Announcement Event:
	  	(i) The public announcement by Issuer or any Valid Third Party Entity of (x) any transaction or event that is reasonably likely to be completed (as determined by the Calculation Agent taking into account the effect of such
announcement on the market for the Shares and/or options on the Shares) and, if completed, would constitute a Merger Event or Tender Offer, (y) any potential acquisition or disposition by Issuer and/or its subsidiaries where the aggregate
consideration exceeds 35% of the market capitalization of Issuer as of the date of such announcement (an “Acquisition Transaction”) or (z) the intention to enter into a Merger Event, Tender Offer or Acquisition Transaction,
(ii) the public announcement by Issuer of an intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that includes, a Merger Event, Tender Offer or Acquisition Transaction or (iii) any
subsequent public announcement by Issuer or any Valid Third Party Entity of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i) or (ii) of this sentence (including, without
limitation, a new announcement, whether or not by the same party, relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention), as determined by the
Calculation Agent in good faith and in a commercially reasonable manner. For the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event
with respect to such transaction or intention. For purposes of this definition of “Announcement Event,” (A) “Merger Event” shall mean such term as defined under Section 12.1(b) of the Equity Definitions (but, for the
avoidance of doubt, the remainder of the definition of “Merger Event” in Section 12.1(b) of the Equity Definitions following the definition of “Reverse Merger” therein shall be disregarded) and (B) “Tender Offer”
shall mean such term as defined under Section 12.1(d) of the Equity Definitions (provided that all references to “voting shares” in Sections 12.1(d), 12.1(e) and 12.1(l) of the Equity Definitions shall be replaced with
references to “Shares”).
			
		  	 Valid Third Party Entity:
	  	In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party
has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party
to have a bona fide intent to enter into or consummate such transaction).


  
 15 













					
		  	Additional Disruption Events:	  	
			
		  	 Change in Law:
	  	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or the 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) replacing the parenthetical beginning after
the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or
mandated by existing statute) at the end of clause (A) thereof”.
			
		  	 Failure to Deliver:
	  	Applicable
			
		  	 Hedging Disruption:
	  	Applicable; provided that:
			
		  		  	 (i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by (a) inserting the
following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date” and (b) inserting the following text at the end of such Section:

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

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

			
		  	 Increased Cost of Hedging:
	  	Not Applicable
			
		  	 Hedging Party:
	  	For all applicable Additional Disruption Events, Dealer. Following any determination or calculation by the Hedging Party hereunder, upon written request by Counterparty, the Hedging Party shall promptly (but in any event within five
Scheduled Trading Days) provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such request a written explanation and report (in a commonly
used file format for the storage and manipulation of financial data) displaying in reasonable


  
 16 













					
		  		  	detail the basis for such determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such determination or calculation), it being
understood that the Hedging Party shall not be obligated to disclose any proprietary or confidential models used by it for such determination or calculation or any information that may be proprietary or confidential.
			
		  	Determining Party:	  	For all applicable Extraordinary Events, Dealer. Following any determination or calculation by the Determining Party hereunder, upon written request by Counterparty, the Determining Party shall promptly (but in any event within five
Scheduled Trading Days) provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such request a written explanation and report (in a commonly
used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including any quotations, market data or information from internal or external sources, and any
assumptions, used in making such determination or calculation), it being understood that the Determining Party shall not be obligated to disclose any proprietary or confidential models used by it for such determination or calculation or any
information that may be proprietary or confidential.
			
		  	Non-Reliance:	  	Applicable
			
		  	Agreements and Acknowledgments Regarding Hedging Activities:	  	Applicable
			
		  	Additional Acknowledgments:	  	Applicable
			
	4.	  	Calculation Agent.	  	With respect to (x) any adjustment, determination or calculation pursuant to the provisions opposite the captions “Hedge Price” and “Hedging Period” in Section 2 above, the Calculation Agent shall be
the Designated Dealer and (y) any other adjustment, determination or calculation, the Calculation Agent shall be Dealer; provided that, in the case of clause (y), following the occurrence and during the continuance of an Event of Default
of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any adjustment, determination or calculation required to be made by the
Calculation Agent hereunder or to perform any obligation of the Calculation Agent hereunder and such failure continues for five (5) Exchange Business Days following notice to the Calculation Agent by Counterparty of such failure, 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 (or, if earlier, the date on which such Event of Default is no longer continuing), as the Calculation
Agent.


  
 17 













					
		  		  	The Calculation Agent’s judgments, adjustment, determinations and calculations shall be made in good faith and in a commercially reasonable manner. Following any adjustment, determination or calculation by the Calculation Agent
hereunder, upon written request by Counterparty, the Calculation Agent shall promptly (but in any event within five Scheduled Trading Days) provide to Counterparty by e-mail to the e-mail address provided by Counterparty in such request a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis
for such adjustment, determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions, used in making such adjustment, determination or calculation), it being understood that
the Calculation Agent shall not be obligated to disclose any proprietary or confidential models used by it for such adjustment, determination or calculation or any information that may be proprietary or confidential.
			
		  	Hedging Adjustments:	  	For the avoidance of doubt, whenever the Calculation Agent, Determining Party or Dealer is permitted to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the economic effect
of an event (other than, for the avoidance of doubt, any adjustment that is required to be made by reference to the Indenture), the Calculation Agent, Determining Party or Dealer shall make such adjustment, if any, by reference to the effect of such
event on Dealer assuming that Dealer maintains a commercially reasonable Hedge Position.

  

	5.	 Account Details. 



 

	 	(a)	 Account for payments to Counterparty: 



To be provided by Counterparty. 

Account for delivery of Shares to Counterparty: 

To be provided by Counterparty. 
  

	 	(b)	 Account for payments to Dealer: 



Bank:              [         
           ] 

ABA#:            [           
         ] 
 Acct No.:
       [                    ] 

Beneficiary:    [                 
   ] 

Ref:                 [      
              ] 
 Account for delivery of Shares from Dealer: 

To be provided by Dealer. 

  
 18 













	6.	 Offices. 



 

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



  

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


  

	7.	 Notices. 



 

	 	(a)	 Address for notices or communications to Counterparty: 



Global Payments Inc. 
 3550 Lenox
Road 
 Atlanta, Georgia 30326 

Attention:            David Green 

Telephone
No.:    [                    ] 

Facsimile
No.:     [                    ] 
  

	 	(b)	 Address for notices or communications to Dealer: 



[                    ] 

With a copy to: 

[                    ] 

 

	8.	 Representations and Warranties of Counterparty. 



Counterparty hereby represents and warrants to Dealer on the date hereof and on and as of the Premium Payment Date that: 

 

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



 

	 	(b)	 Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of
Counterparty hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Counterparty, or any applicable law or regulation, or any order,
writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Counterparty’s Annual Report on Form 10-K for the year ended
December 31, 2021, as updated by any subsequent filings, to which Counterparty or any of its subsidiaries is a party or by which Counterparty or any of its subsidiaries is bound or to which Counterparty or any of its subsidiaries is subject, or
constitute a default under, or result in the creation of any lien under, any such agreement or instrument. 


  

	 	(c)	 To the knowledge of Counterparty, no consent, approval, authorization, or order of, or filing with, any
governmental agency or body or any court is required in connection with the execution, delivery or performance by Counterparty of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act or
state securities laws; provided that Counterparty makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of
it or any of such affiliates being financial institutions and/or broker-dealers. 



  
 19 













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


  

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



 

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


  

	 	(g)	 To the knowledge of Counterparty, no state or local (including any
non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares (not including laws, rules, regulations or regulatory orders of any jurisdiction that are applicable solely as a
result of Dealer’s and/or its affiliates’ activities, assets or businesses, other than Dealer’s activities in respect of the Transaction) would give rise to any reporting, consent, registration or other requirement (including without
limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares. 



 

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


  

	 	(i)	 On each of the Trade Date and the Premium Payment Date, 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 equal to the Number of Shares in
compliance with the laws of the jurisdiction of Counterparty’s incorporation. 


  

	 	(j)	 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 Dealer evidence or other guidance from a governmental authority with jurisdiction for such program
or facility that the Transaction is permitted under such program 



  
 20 













	 	
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). Counterparty further
represents and warrants that the Premium is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration’s “Paycheck
Protection Program”, that (a) is established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended,
and (b) requires under such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or enumerated
purposes that do not include the purchase of the Transaction (either by specific reference to the Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects). 


 

	9.	 Other Provisions. 



 

	 	(a)	 Opinions. Counterparty shall deliver to Dealer one or more opinions of counsel (which, solely for
opinions with respect to the law of the State of Georgia may include in-house counsel to Counterparty), dated as of the Premium Payment Date, with respect to the matters set forth in Sections 8(a) through
(c) of this Confirmation; provided that any such opinion of counsel may contain customary exceptions and qualifications. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the
Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement. 


  

	 	(b)	 Repurchase Notices. Counterparty shall, on or prior to the opening of the regular trading session
for the Shares on the Exchange on the date that is one Scheduled Trading Day following any date on which Counterparty obtains actual knowledge that it has effected any repurchase of Shares, give Dealer a written notice of such repurchase (a
“Repurchase Notice”) if following such repurchase, the number of outstanding Shares as determined on such day is (i) less than 182.4 million (in the case of the first such notice) or (ii) thereafter more than
46.5 million less than the number of Shares included in the immediately preceding Repurchase Notice. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates,
advisors, agents and controlling persons (each, an “Indemnified Person”) from and against any and all losses (including losses relating to Dealer’s commercially reasonable hedging activities as a consequence of becoming, or of
the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims,
damages, judgments, liabilities and reasonable, documented out-of-pocket expenses (including reasonable external attorney’s fees), joint or several, which an
Indemnified Person may become subject to, in each case, as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice when and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request,
each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice in accordance with
this paragraph, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others Counterparty may designate in such proceeding and shall pay the reasonable, documented fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any such settlement of any proceeding
contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Counterparty shall be relieved from liability to the extent that any Indemnified Person fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be
sought hereunder to the extent Counterparty is materially prejudiced as a result 



  
 21 













	 	
thereof. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any such proceeding that is pending or threatened contemplated by this
paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person
from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities. The remedies provided for in this paragraph (b) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The
indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of the Transaction. 


 

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



 

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


  

	 	(e)	 Transfer or Assignment. 



 

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


  

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


  

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


  

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



 

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



  
 22 













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


  

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



  

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


  

	 	(ii)	 Dealer may, transfer or assign all or any part of its rights or obligations under the Transaction
(A) without Counterparty’s consent, to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose
obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) without Counterparty’s consent, to any
Leading Dealer; provided that, under the applicable law effective on the date of such assignment, (1) Counterparty will not (including for the avoidance of doubt, after giving effect to any indemnity from the transferee to Counterparty
provided in connection with such transfer or assignment), as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement less than the amount that
Counterparty would have received from Dealer in the absence of such transfer or assignment, except to the extent of any deduction or withholding that results from a Change in Tax Law occurring after the date of such transfer and/or assignment;
(2) such transfer or assignment does not cause a deemed exchange for Counterparty of the Transaction under Section 1001 of the Code; and (3) no Event of Default, Potential Event of Default or Termination Event will occur as a result
of such transfer and assignment. If at any time at which (A) the Section 16 Percentage exceeds 8.5%, (B) the Option Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such
condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer, acting in good faith, is unable after using its commercially reasonable efforts to effect a transfer or assignment of Options to a third party
in accordance with the preceding sentence on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as
an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Dealer so designates an Early
Termination Date with respect to a portion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the
Transaction and a Number of Options equal to the number of Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole
Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(m) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The
“Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to
aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to
be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange




  
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Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The
“Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the product of the Number of Options and the Option Entitlement, and (B) the denominator of which is the
number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer
Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially
owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit”
means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case,
as in effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by
Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Dealer shall provide Counterparty with written notice of any transfer or assignment on, or as promptly as practicable after, the date of such transfer or
assignment. “Leading Dealer” means any of the following dealers and each of their respective affiliated dealers: [                ], or any successor or
Affiliate of any of the foregoing. 

  

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



 

	 	(f)	 Staggered Settlement. If upon advice of counsel with respect to applicable legal, regulatory or
self-regulatory requirements, including any requirements relating to Dealer’s commercially reasonable hedging activities hereunder that would be customarily applicable to transactions similar to the Transaction with counterparties similar to
Counterparty as determined by the Calculation Agent, Dealer reasonably determines that it would not be practicable or advisable, based upon such advice of counsel, under such applicable legal, regulatory or self-regulatory requirements, to deliver,
or to acquire Shares to deliver, any or all of the Shares to be delivered by Dealer on any Settlement Date for the Transaction, Dealer may, by notice to Counterparty on or prior to any Settlement Date (a “Nominal Settlement Date”),
elect to deliver the Shares on two or more dates (each, a “Staggered Settlement Date”) as follows: 


  

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



  

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


  

	 	(iii)	 if the Net Share Settlement terms or the Combination Settlement terms set forth above were to apply on the
Nominal Settlement Date, then the Net Share Settlement terms or the Combination Settlement terms, as the case may be, will apply on each Staggered Settlement 



  
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Date, except that the Shares otherwise deliverable on such Nominal Settlement Date will be allocated among such Staggered Settlement Dates as specified by Dealer in the notice referred to in
clause (i) above. 

  

	 	(g)	 [Insert Dealer Boilerplate, If Any]. 



 

	 	(h)	 Hedging Notice. 



 

	 	(i)	 Counterparty accepts and agrees to be bound by the contractual terms and conditions as set forth in the Hedging
Notice, absent manifest error. Upon receipt of the Hedging Notice, Counterparty shall promptly execute and return the Hedging Notice to Dealer; provided that Counterparty’s failure to so execute and return the Hedging Notice shall not
affect the binding nature of the Hedging Notice, and the terms set forth therein shall be binding on Counterparty to the same extent, and with the same force and effect, as if Counterparty had executed a written version of the Hedging Notice.



  

	 	(ii)	 Counterparty and Dealer agree and acknowledge that (A) the transactions contemplated by this Confirmation
will be entered into in reliance on the fact that this Confirmation and the Hedging Notice form a single agreement between Counterparty and Dealer, and Dealer would not otherwise enter into such transactions, (B) this Confirmation is a
“qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the General Obligations Law of New York (the “General Obligations Law”); (C) the Hedging
Notice, regardless of whether the Hedging Notice is transmitted electronically or otherwise, constitutes a “confirmation in writing sufficient to indicate that a contract has been made between the parties” hereto, as set forth in Section 5-701(b)(3)(b) of the General Obligations Law; and (D) this Confirmation constitutes a prior “written contract”, as set forth in
Section 5-701(b)(1)(b) of the General Obligations Law, and each party hereto intends and agrees to be bound by this Confirmation, as supplemented by the Hedging Notice. 



 

	 	(iii)	 Counterparty and Dealer further agree and acknowledge that this Confirmation constitutes a contract “for
the sale or purchase of a security”, as set forth in Section 8-113 of the Uniform Commercial Code of New York. 



 

	 	(i)	 Dividends. If at any time during the period from and including the Trade Date, to but excluding
the Expiration Date, (i) an ex-dividend date for a regular quarterly cash dividend occurs with respect to the Shares (an “Ex-Dividend Date”), and
that dividend is less than the Regular Dividend on a per Share basis or (ii) if no Ex-Dividend Date for a regular quarterly cash dividend occurs with respect to the Shares in any quarterly dividend period
of Counterparty, then the Calculation Agent will adjust the Cap Price to preserve the fair value of the Options to Dealer after taking into account such dividend or lack thereof. “Regular Dividend” shall mean USD 0.125 per Share per
quarter. Upon any adjustment to the “dividend threshold” (as defined in the Indenture) for the Convertible Notes pursuant to the Indenture, the Calculation Agent will make a corresponding adjustment to the Regular Dividend for the
Transaction. 


  

	 	(j)	 Additional Termination Events. 



 

	 	(i)	 Notwithstanding anything to the contrary in this Confirmation if an event of default with respect to
Counterparty occurs under the terms of the Convertible Notes as set forth in Section 6.01 of the Indenture that results in the Convertible Notes becoming or being declared due and payable pursuant to the terms of the Indenture, then such event
of default shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be
the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. 



  
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	 	(ii)	 Promptly (but in any event within three Scheduled Trading Days) following any repurchase and cancellation of
Convertible Notes, including without limitation pursuant to Article 15 of the Indenture in connection with a “Fundamental Change” (as defined in the Indenture) (a “Convertible Notes Repurchase Event”), Counterparty shall
notify Dealer in writing of such repurchase and cancellation and the number of Convertible Notes in USD 1,000 principal amount so repurchased and cancelled (any such notice, a “Notes Repurchase Notice”), which Notes Repurchase
Notice shall contain an acknowledgement by Counterparty of its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder, in respect of
such repurchase and cancellation and its delivery of such Notes Repurchase Notice. Notwithstanding anything to the contrary in this Confirmation, the receipt by Dealer from Counterparty of any Notes Repurchase Notice shall constitute an Additional
Termination Event as provided in this paragraph. Upon receipt of any such Notes Repurchase Notice, Dealer shall promptly designate an Exchange Business Day following receipt of such Notes Repurchase Notice (which in no event shall be earlier than
the related repurchase settlement date for such Convertible Notes) as an Early Termination Date with respect to the portion of the Transaction corresponding to a number of Options (the “Repurchase Options”) equal to the lesser of
(A) the number of such Convertible Notes specified in such Notes Repurchase Notice, and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by
the number of Repurchase Options. Any payment hereunder with respect to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having
terms identical to the Transaction and a Number of Options equal to the number of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and (3) the terminated portion of the
Transaction were the sole Affected Transaction. For the avoidance of doubt, in determining the amount payable in respect of such Additional Termination Event pursuant to Section 6 of the Agreement, Dealer shall assume (1) the relevant
Convertible Notes Repurchase Event and any conversions, adjustments, agreements, payments, deliveries or acquisitions of, by or on behalf of Counterparty leading thereto had not occurred, (2) no adjustments to the Conversion Rate have occurred
pursuant to any Excluded Provision and (3) the Convertible Notes remain outstanding. 


  

	 	(iii)	 Notwithstanding anything to the contrary in this Confirmation, the occurrence of an Amendment Event shall
constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected
Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements or obtains a
waiver in respect of any term of the Indenture or the Convertible Notes that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement
pursuant to Section 10.11 of the Indenture), in each case, without the consent of Dealer (such consent not to be unreasonably withheld or delayed). 


  

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


  

	 	(A)	 Counterparty shall, within three Scheduled Trading Days of the Conversion Date for such Early Conversion,
provide written notice (an “Early Conversion Notice”) to Dealer specifying the number of Convertible Notes surrendered for conversion on such Conversion Date (such Convertible Notes, the “Affected Convertible
Notes”), and the giving of such Early Conversion Notice shall constitute an Additional Termination Event as provided in this clause (iv); 



  
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	 	(B)	 upon receipt of any such Early Conversion Notice, Dealer shall designate an Exchange Business Day as an Early
Termination Date (which Exchange Business Day shall be no earlier than one Scheduled Trading Day following the Conversion Date for such Early Conversion) with respect to the portion of the Transaction corresponding to a number of Options (the
“Affected Number of Options”) equal to the lesser of (x) the number of Affected Convertible Notes and (y) the Number of Options as of the Conversion Date for such Early Conversion; 



 

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



 

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



 

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


  

	 	(F)	 Counterparty acknowledges its responsibilities under applicable securities laws, and in particular
Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any Early Conversion Notice. 



 

	 	(k)	 Amendments to Equity Definitions and the Agreement. 



 

	 	(i)	 Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “a diluting or
concentrative” and replacing them with the words “a material” and adding the phrase “or the Options” at the end of the sentence. 


  

	 	(ii)	 Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) inserting “(1)”
immediately following the word “means” in the first line thereof and (2) inserting immediately prior to the semi-colon at the end of subsection (B) thereof the following words: “or (2) the occurrence of any of the
events specified in Section 5(a)(vii)(1) through (9) of the ISDA Master Agreement with respect to that Issuer”. 



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



 

	 	(iv)	 Section 12(a) of the Agreement is hereby amended by (1) deleting the phrase “or email” in
the third line thereof and (2) deleting the phrase “or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day” in the final clause thereof. 



 

	 	(l)	 No Setoff. The provisions of Section 2(c) of the Agreement shall not apply to the
Transaction. Each party waives any and all rights it may have to set-off delivery or payment obligations it owes to the other party under the Agreement and the Transaction against any delivery or payment
obligations owed to it by the other party under any other agreement between the parties hereto, by operation of law or otherwise. 


  

	 	(m)	 Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If
(a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an
Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, (ii) an Announcement Event, a Merger Event or Tender Offer
that is within Counterparty’s control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the sole Affected Party other than an Event of Default of the type described
in Section 5(a)(iii), (v), (vi), (vii) or (viii) of the Agreement or a Termination Event of the type described in Section 5(b) of the Agreement, in each case that resulted from an event or events outside Counterparty’s control),
and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then Dealer
shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below), unless (a) Counterparty gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m.
(New York City time) on the date of the Announcement Event, the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or Delisting), Early Termination Date or date of cancellation, as applicable, of its
election that the Share Termination Alternative shall not apply, (b) Counterparty acknowledges to Dealer, as of the date of such election, its responsibilities under applicable securities laws, and in particular Section 9 and
Section 10(b) of the Exchange Act and the rules and regulations thereunder, in connection with such election and (c) Dealer agrees, in its sole discretion, to such election, in which case the provisions of Section 12.7 or
Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) of the Agreement, as the case may be, shall apply. 


  

			
	 Share Termination Alternative:
	  	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due
pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of
payment.
		
	 Share Termination Delivery Property:
	  	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery
Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit
Price.


  
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	 Share Termination Unit Price:
	  	The value to Dealer of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the
time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the purchase price paid in connection with the purchase of
Share Termination Delivery Property.
		
	 Share Termination Delivery Unit:
	  	One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the
“Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of
any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.
		
	 Failure to Deliver:
	  	Applicable
		
	 Other applicable provisions:
	  	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement”
in Section 2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as
references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.

  

	 	(n)	 Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such
other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other
things, the mutual waivers and certifications provided herein. 


  

	 	(o)	 Registration. Counterparty hereby agrees that if, in the good faith reasonable judgment of
Dealer, based on advice of counsel, the Shares (“Hedge Shares”) acquired and held by Dealer for the purpose of hedging its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration
under the Securities Act (other than any such Hedge Shares that were, at the time of acquisition by Dealer, “restricted securities” (as defined in Rule 144 under the 



  
 29 













	 	
Securities Act)), Counterparty shall, at its election, either (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective
registration statement under the Securities Act and enter into an agreement, in customary form and substance commercially reasonably satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered secondary offering
of equity securities of comparable size, maturity and line of business (provided, however, that if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence
investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph shall apply at the election of Counterparty), (ii) in order to allow Dealer to sell the
Hedge Shares in a private placement, enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities of comparable size, maturity and line of business, in
customary form and substance reasonably satisfactory to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its commercially reasonable judgment, to compensate Dealer for any
discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement), or (iii) purchase the Hedge Shares from Dealer at prevailing market prices on such Exchange Business Days, and in the amounts,
requested by Dealer. 

  

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


  

	 	(q)	 Right to Extend. Dealer may postpone or add, in a commercially reasonable manner, in whole or in
part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder (in which event Dealer shall make commercially reasonable
adjustments to the Transaction to reflect the impact of such postponement or addition on Dealer’s commercially reasonable Hedge Positions and commercially reasonable hedging or hedge unwind activity), if Dealer reasonably determines (based on
advice of counsel in the case of clause (y) only) that such action is reasonably necessary or appropriate (x) to preserve commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but
only if liquidity as of the relevant time is less than the liquidity at such time as of the Trade Date) or (y) to enable Dealer to effect transactions with respect to Shares or Share Termination Delivery Units in connection with its
commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory
requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 20 Valid Days after the original Valid Day or other date
of valuation, payment or delivery, as the case may be. 


  

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


  

	 	(s)	 Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be
a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and
560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under 



  
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the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or
other property hereunder to constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code. 


 

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



 

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



  

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


  

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


  

	 	(v)	 Agreements and Acknowledgements Regarding Hedging. Counterparty understands, acknowledges and
agrees that: (A) at any time on and prior to the Expiration Date, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to
adjust its Hedge Position with respect to the Transaction; (B) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction; (C) Dealer shall make its
own determination as to whether, when or in what manner any hedging or market activities in securities of Issuer shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the 10b-18 VWAPs and the Relevant Prices; and (D) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the 10b-18 VWAPs and the Relevant Prices, each in a manner that may be adverse to Counterparty. 


  

	 	(w)	 Counterparty Purchases. Except pursuant to the confirmations substantially similar to this
Confirmation entered into on the date hereof, Counterparty (or any “affiliated purchaser” (as defined in Rule 10b-18) of Counterparty) shall not directly or indirectly purchase any Shares (including
by means of a derivative instrument), listed contracts on 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 the period beginning on, and including, the first Exchange Business Day of the Hedging Period and ending on, and including, the last Exchange Business Day of the
Hedging Period. Except for the confirmations substantially similar to this Confirmation entered into on the date hereof, any Hedge Position in respect of such confirmations and any Hedge Position in respect of the Transaction, Counterparty has not
entered, and shall not enter, into any repurchase transaction with respect to the Shares (or any security convertible into or exchangeable for the Shares) where any initial hedge period, calculation period, relevant period,




  
 31 













	 	
settlement valuation period or seller termination purchase period (each however defined) in such other transaction will overlap at any time (including, without limitation, as a result of
extensions in such initial hedge period, calculation period, relevant period, settlement valuation period or seller termination purchase period as provided in the relevant agreements) with the Hedging Period. 


 

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


  

	 	(y)	 Merger Announcements. Counterparty covenants and agrees that it (i) shall not during the
Hedging Period make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act of 1933, as amended) of any Merger Transaction (as defined below) or potential Merger Transaction (a “Merger
Announcement”) unless such Merger Announcement is made prior to the opening or after the close of the regular trading session on the Exchange; (ii) shall promptly (but in any event prior to the next opening of the regular trading
session on the Exchange) notify Dealer following any such Merger Announcement that such Merger Announcement has been made; (iii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide
Dealer with written notice specifying (x) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18 under the Exchange Act) during the
three full calendar months immediately preceding the announcement date of any Merger Transaction or potential Merger Transaction that were not effected through Dealer or its affiliates and (y) the number of Shares purchased pursuant to the
proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date of any Merger Transaction or potential Merger Transaction, which written notice shall be
deemed to be a certification by Counterparty to Dealer that such information is true and correct; and (iv) shall promptly notify Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target
shareholders. “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.
Counterparty acknowledges that any such Merger Announcement or delivery of a notice with respect thereto may give rise to a Regulatory Disruption, which may cause the Hedging Period to be extended pursuant to provisions opposite the caption
“Hedging Period” in Section 2; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 9(z). 



 

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


  

	 	(i)	 Counterparty is entering into this Confirmation and the 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 the Transaction comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c). 


  

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



  
 32 













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



 

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



  

	 	(aa)	 Tax Matters. 



 

	 	(i)	 Withholding Tax Imposed on Payments to non-U.S. Counterparties under
the United States Foreign Account Tax Compliance Provisions of the HIRE Act. “Indemnifiable Tax” as defined in Section 14 of the Agreement, shall not include any withholding tax imposed or collected pursuant to Sections 1471
through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding
of which is required by applicable law for the purposes of Section 2(d) of the Agreement. 


  

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



 

	 	(iii)	 Tax Documentation. For purposes of Section 4(a)(i) of the Agreement: (x) Counterparty shall
provide to Dealer a valid U.S. Internal Revenue Service Form [    ], or any successor thereto, (i) on or before the date of execution of this Confirmation, (ii) upon reasonable request of Dealer and (iii) promptly
upon learning that any such tax form previously provided by Counterparty has become obsolete or incorrect. Additionally, Counterparty shall, promptly upon request by Dealer, provide such other tax forms and documents reasonably requested by Dealer;
and (y) Dealer shall provide to Counterparty a valid U.S. Internal Revenue Service Form W-9, or any successor thereto, (i) on or before the date of execution of this Confirmation, (ii) upon
reasonable request of Counterparty and (iii) promptly upon learning that any such tax form previously provided by Dealer has become obsolete or incorrect. 



 

	 	(iv)	 Tax Representations. [For purposes of Section 3(f) of the Agreement: (i) Counterparty
represents to Dealer that for U.S. federal income tax purposes it is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) and




  
 33 













	 	
an “exempt recipient” (as that term is used in section 1.6049-4(c)(1) of the United States Treasury Regulations); and (ii) Dealer represents
to Counterparty that [            ].] 

  

	 	(bb)	 Counterparts. This Confirmation may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. “pdf” or “tif”), or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com, shall be effective as delivery of a manually executed counterpart hereof. 



 

	 	(cc)	 Other Adjustments Pursuant to the Equity Definitions. 



 

	 	(i)	 Notwithstanding anything to the contrary in the Agreement, the Equity Definitions or this Confirmation, upon
the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, the Calculation Agent may, in its commercially reasonable discretion, adjust the Cap Price to
preserve the fair value of the Options to Dealer (provided that in no event shall the Cap Price be less than the Strike Price; provided further that that any adjustment to the Cap Price made pursuant to this Section 9(cc)(i) shall
be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, any adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events / Tender
Offers” and “Consequences of Announcement Events” in Section 3 above)). 


  

	 	(ii)	 Solely for purposes of this Section 9(cc), the term “Potential Adjustment Event” shall have the
meaning assigned to such term in the Equity Definitions, as amended by Section 9(k)(i); provided that any (i) repurchases by or on behalf of Counterparty of Shares through a dealer pursuant to forward contracts, accelerated share
repurchase contracts or similar derivatives transactions that are entered into at prevailing market prices, volume-weighted average prices or discounts thereto and on customary terms for transactions of such type to repurchase Shares or
(ii) open market Share repurchases by or on behalf of Counterparty at prevailing market prices, in each case, shall not be considered Potential Adjustment Events, unless such purchases described in clause (i) and (ii) occurring after the
Trade Date in the aggregate exceed (x) 10% of total Shares outstanding during any calendar year or (y) 20% of total Shares outstanding during the term of the Transaction. 



 

	 	(iii)	 Solely for purposes of this Section 9(cc), (A) the term “Merger Event” shall have the meaning
assigned to such term in the Equity Definitions and (B) the term “Extraordinary Dividend” shall mean any cash dividend on the Shares other than a regular, quarterly cash dividend in an amount equal to the Regular Dividend.



  

	 	(iv)	 Solely for purposes of this Section 9(cc), the term “Tender Offer” shall have the meaning
assigned to such term in the Equity Definitions; provided that (x) such definition is hereby amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in
Section 12.1(d) of the Equity Definitions with the phrase “(x) greater than 15% and less than 100% of the outstanding Shares in respect of any Tender Offer made by any entity or person other than the Issuer or any subsidiary thereof
or (y) greater than 20% and less than 100% of the outstanding Shares in respect of any Tender Offer made by the Issuer or any subsidiary thereof” and (y) all references to “voting shares” in Sections 12.1(d), 12.1(e) and
12.1(l) of the Equity Definitions shall be replaced with references to “Shares”. 


  

	 	(dd)	 [Add QFC Provisions, If Applicable]. 



  
 34 












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

 

			
	[DEALER]
		
	By:	 	  



 
			
	Authorized Signatory
	Name:	 	


 [Signature Page to Capped Call Confirmation] 











 Accepted and confirmed 

as of the Trade Date: 
  

			
	GLOBAL PAYMENTS INC.


			
		
	By:	 	  



			
	Authorized Signatory
	Name:	 	

 [Signature Page to Capped Call Confirmation] 

  
 36 












 
			
	[DESIGNATED DEALER]
	solely in its capacity as Designated Dealer
		
	By:	 	  



 
			
	Authorized Signatory
	Name:	 	


 [Signature Page to Capped Call Confirmation] 











 Schedule I 

[FORM OF HEDGING NOTICE] 

[                    ],
2022 
  

			
	To:	  	Global Payments Inc.
		  	3550 Lenox Road
		  	Atlanta, Georgia 30326
		  	Attention:          David Green
		  	Telephone No.: [                    ]
		  	Facsimile No.:  [                    ]
		
	From:	  	[Dealer Contact Information]
		
	Subject:	  	Hedging Notice

 Reference is made to the letter agreement, dated as of August 8, 2022 (the “Confirmation”), confirming the
terms and conditions of that certain call option transaction (the “Transaction”) entered into between [                    ]
(“Dealer”) and Global Payments Inc. (“Counterparty”). As set forth in the provisions set forth opposite “Hedging Notice” in Section 2 of the Confirmation, Dealer hereby notifies Counterparty of the
following terms of the Transaction: 
  

			
	Hedge Price:	  	USD [                    ]
		
	Cap Price:	  	USD [                    ]

  

			
	Very truly yours,
	
	[DEALER]


 
			
		
	By:	 	  



 
			
	Authorized Signatory
	Name:	 	


  

			
	 Confirmed as of the
 date first
above written:

	
	GLOBAL PAYMENTS INC.


			
		
	By:	 	  



			
	Name:	 	
	Title:	 	













			
	Confirmed as of the 
date first above written:
	
	[DESIGNATED DEALER] 
solely in its capacity as Designated Dealer
		
	By:	 	  



			
	Authorized Signatory
	Name:	 	












 Schedule II 

The Cap Price shall be determined by Calculation Agent according to the table below. 

 

			
	 Hedge Price
	  	 Cap Price

	USD [        ]	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]

	 USD [        ]
	  	 USD [        ]


 Calculation Agent may adjust the table above upon the occurrence of any event or condition that would have allowed Calculation
Agent to adjust the terms of the Transaction under this Confirmation.