Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If # 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 # the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of # a Nationalization, Insolvency or Merger Event in which the consideration to be paid to all holders of Shares consists solely of cash, # a Merger Event or Tender Offer that is within [[Organization B:Organization]]’s control, or # an Event of Default in which [[Organization B:Organization]] is the Defaulting Party or a Termination Event in which [[Organization B:Organization]] is the 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 [[Organization B:Organization]]’s control), and if [[Organization A:Organization]] would owe any amount to [[Organization B:Organization]] pursuant to [Section 6(d)(ii) and 6(e)])] of the Agreement (any such amount, a “Payment Obligation”), then [[Organization A:Organization]] shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below) unless # [[Organization B:Organization]] gives irrevocable telephonic notice to [[Organization A:Organization]], confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on 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, # as of the date of such election, [[Organization B:Organization]] represents that is not in possession of any material non-public information regarding [[Organization B:Organization]] or the Shares, and that such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and # [[Organization A:Organization]] agrees, in its commercially reasonable discretion, to such election, in which case the provisions of [Section 6(d)(ii) and 6(e)])] of the Agreement, as the case may be, shall apply.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. IfNotwithstanding anything to the contrary herein, or in the Equity Definitions, if at any time # 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 # the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of(other than # an Insolvency, a Nationalization, Insolvencya Merger Event or Merger Eventa Tender Offer, in each case, in which the consideration or proceeds to be paid to all holders of Shares consists solely of cash, # a Merger Event or Tender Offer that is within [[Organization B:Organization]]’s control,cash or # an Event of Default in which [[Organization B:Organization]]Issuer is the Defaulting Party or a Termination Event in which [[Organization B:Organization]]Issuer is thean Affected Party other than anParty, which 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 [[Organization B:Organization]]’within Issuer’s control), and if [[Organization A:Organization]]either party would owe any amount to [[Organization B:Organization]]the other party pursuant to [Section 6(d)(ii) and 6(e)])] of the Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”Amount”), then [[Organization A:Organization]]such payment shall satisfybe paid as set forth under the Payment Obligation byAgreement or Equity Definitions, as the Share Termination Alternative (as defined below)case may be, unless # [[Organization B:Organization]] gives irrevocable telephonic noticeIssuer makes an election to [[Organization A:Organization]], confirmed in writing within one Scheduled Trading Day,the contrary no later than 12:00 p.m. (New York City time)the Early Termination Date or the date on which such Transaction is terminated or cancelled, in which case Issuer or Dealer, as the Merger Date, Tender Offer Date, Announcement Date (incase may be, shall deliver to the other party a number of Shares (or a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in the case of a Nationalization, Insolvency or Delisting)Merger Event, as the case may be (each such unit, an “Alternative Delivery Unit”)), with a value equal to the Payment Amount, as determined by the Calculation Agent. In determining the number of Shares (or Alternative Delivery Units) required to be delivered under this provision, the Calculation Agent may take into account a number of factors, including, without limitation, the market price of the Shares (or Alternative Delivery Units) on the Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative shall not apply, # as of the date of early cancellation or termination, as the case may be. Additionally, if such election, [[Organization B:Organization]] representsdelivery is made by Dealer, the Calculation Agent shall take into account the prices at which Dealer purchases Shares (or Alternative Delivery Units) to fulfill its delivery obligations under this Section 6; provided that is not in possessiondetermining the composition of any material non-public information regarding [[Organization B:Organization]]Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. If delivery of Shares or the Shares, and that such election is being made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and # [[Organization A:Organization]] agrees, in its commercially reasonable discretion, to such election, in which case the provisions of [Section 6(d)(ii) and 6(e)])] of the Agreement,Alternative Delivery Units, as the case may be, pursuant to this Section 6 is to be made by Issuer, paragraphs 2 through 8 of Annex A hereto shall apply.apply as if # such delivery were a settlement of the Transaction to which Net Share Settlement applied, # the Buyer Cash Settlement Payment Date were the Early Termination Date or the date of early cancellation or termination, as the case may be, and # the Forward Cash Settlement Amount were equal to # zero minus # the Payment Amount owed by Issuer.

Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If #Termination. In the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to theany Transaction or # the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event (except as a result of # a Nationalization, Insolvency or Merger Event in which the consideration or proceeds to be paid to all holders of Shares consists solely of cash, # a Merger Event or Tender Offer that is within [[Organization B:Organization]]’s control, or # an Event of Default in which [[Organization B:Organization]] is the Defaulting Party or a Termination Event in which [[Organization B:Organization]] is the Affected Party other than an Event of Default of the type described in [Section 5(a)(iii)cash), (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 [[Organization B:Organization]]’s control), and if [[Organization A:Organization]]either party would owe any amount to [[Organization B:Organization]]the other party pursuant to [Section 6(d)(ii) and 6(e)])] of the Agreement (any such amount, a “Payment Obligation”“Payment Amount”), then [[Organization A:Organization]]the following provisions shall satisfyapply. If such Payment Amount is owed by Dealer, then in lieu of any payment of such Payment Amount, such Payment Amount shall be satisfied through the Payment Obligation by the Share Termination Alternative (as defined below) unless # [[Organization B:Organization]] gives irrevocable telephonic notice to [[Organization A:Organization]], confirmeddelivery of a number of Shares (or, in writing within one Scheduled Trading Day, no later than 12:00 p.m. (New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, InsolvencyMerger Event, a number of units, each comprising the number or Delisting)amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as determined by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and the prices at which Dealer purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this [Section 14]), unless Counterparty, no later than such Early Termination Date or the date on which such Transaction is terminated, elects for Dealer to satisfy its obligation to pay the Payment Amount in cash; provided that in determining the composition of cancellation, as applicable,any Alternative Delivery Unit, if the relevant Merger Event involves a choice of its electionconsideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. If such Payment Amount is owed by Counterparty, Annex A shall apply except that the ShareSettlement Method Election Date and the Cash Settlement Payment Date shall be the Early Termination AlternativeDate, the Forward Cash Settlement Amount shall be zero (0) minus the Payment Amount owed by Counterparty (and, for the avoidance of doubt, the definitions of Settlement Price and Settlement Valuation Period shall not apply, # as ofapply) and, in the date of such election, [[Organization B:Organization]] represents that is not in possession of any material non-public information regarding [[Organization B:Organization]] or the Shares, and that such election is being made in good faith and not as partcase of a plan or schemeMerger Event, references to evade compliance with the federal securities laws, and # [[Organization A:Organization]] agrees, in its commercially reasonable discretion,“Shares” shall be references to such election, in which case the provisions of [Section 6(d)(ii) and 6(e)])] of the Agreement, as the case may be, shall apply.“Alternative Delivery Units.”