Solely in respect of adjustments to the Cap Price pursuant to Section 8(u):

Other Adjustments Pursuant to the Equity Definitions. 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). Solely for purposes of this Section 9(x) (x) the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (in the case of the definition of “Potential Adjustment Event”, as amended by Section ‎9(j)(i), and in the case of the definition of “Tender Offer”, as if all references to “voting shares” in [Sections 12.1(d), 12.1(e) and 12.1(l)])])] of the Equity Definitions were instead references to “Shares”) and # “Extraordinary Dividend” means any cash dividend on the Shares.

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (subject to [Section 9(j)(i)]), and 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, respectively, as such terms are defined in the Equity Definitions (subject to [Section 9(j)(i)]), the Calculation Agent shall determine in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transactions and, if so shall adjust the Cap Price to preserve the fair value of the Options; provided that in no event shall the Cap Price be less than the Strike Price; provided further that any adjustment to the Cap Price made pursuant to this [Section 9(x)] shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, 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).

Solely in respect of adjustments to the Cap Price pursuant to [Section 9(x)], [Section 11.2(e)(vii)] of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has a material economic effect on the Shares or options on the Shares; provided that such event is not based on # an observable market, other than the market for the Issuer’s own stock or # an observable index, other than an index calculated and measured solely by reference to Issuer’s own operations.”

Amendment to Definitions. The parties mutually agree that the Agreement is amended to change the definition of Joint Patents, and to add the definitions for Switch Blocker Patents and Primer Switch Patents, as follows:

Amendment. Notwithstanding anything to the contrary in the Confirmations or the Equity Definitions:

Section #(b) of the Equity Incentive Plan is hereby amended and restated in its entirety as follows:

Other Adjustments Pursuant to the Equity Definitions. 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 shall determine in good faith and in a commercially reasonable manner whether such occurrence or declaration, as applicable, has had a material economic effect on the Transaction and, if so, shall, in its good faith and commercially reasonable discretion, adjust the Cap Price to preserve the fair value of the Options taking into account, for the avoidance of doubt, such economic effect on both the Strike Price and Cap Price (provided that in no event shall the Cap Price be less than the Strike Price; provided further that any adjustment to the Cap Price made pursuant to this Section 8(u) shall be made without duplication of any other adjustment hereunder) and that such adjustments may be made to account solely for changes in volatility, expected dividends, interest rates, stock loan rate or liquidity relative to the relevant Shares. Solely for purposes of this Section 8(u), the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to each such term in the Equity Definitions (as amended by Section 8(t)(i)).

Solely in respect of adjustments to the Cap Price pursuant to Section 8(u), [Section 11.2(e)(vii)] of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on # an observable market, other than the market for the Counterparty’s own stock or # an observable index, other than an index calculated and measured solely by reference to Counterparty’s own operations.”.

Amendment to Certain Definitions. The below definitions of set forth in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows: