Common use of Rule 10b-18 Clause in Contracts

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares. (ii) Counterparty agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.

Rule 10b-18. (i) During Except as disclosed to Dealer in writing prior to the date on which the offering of the Convertible Notes was first announced, Counterparty represents and warrants to Dealer that it has not made any Settlement Averaging purchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in Rule 10b-18(b)(4) under the Exchange Act during each of the four calendar weeks preceding such date (“Rule 10b-18 purchase,” “blocks” and “Affiliated Purchaser” each as defined in Rule 10b-18 under the Exchange Act). Counterparty agrees and acknowledges that it shall not, and shall cause its affiliates and Affiliated Purchasers not to, directly or indirectly (including by means of a derivative instrument) enter into any transaction to purchase any Shares during the period beginning on such date and ending on the day on which Dealer has informed Counterparty in writing that it has completed all purchases of Shares to hedge initially its exposure to the Transaction. (ii) On any day during any Conversion Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares. (iiiii) Counterparty agrees that it (A) will not, on any day during any Settlement Averaging Conversion Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares. (ii) Counterparty agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be mademade (to the extent within its control), any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.

Rule 10b-18. (i) During Except as disclosed to Dealer in writing prior to the date on which the offering of the Convertible Notes was first announced, Counterparty represents and warrants to Dealer that it has not made any Settlement Averaging purchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in Rule 10b-18(b)(4) under the Exchange Act during each of the four calendar weeks preceding such date and the calendar week in which such date occurs (“Rule 10b-18 purchase,” “blocks” and “Affiliated Purchaser” each as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)). Counterparty agrees and acknowledges that it shall not, and shall cause its affiliates and Affiliated Purchasers not to, directly or indirectly (including by means of a derivative instrument) enter into any transaction to purchase any Shares during the period beginning on such date and ending on the day on which Dealer has informed Counterparty in writing that it has completed all purchases of Shares to hedge initially its exposure to the Transaction. (ii) On any day during any Conversion Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares. (iiiii) Counterparty agrees that it (A) will not, on any day during any Settlement Averaging Conversion Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the SharesShares (a “Public Announcement”); (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. Counterparty acknowledges that a Public Announcement could result in the occurrence of a Regulatory Disruption, and the parties agree that any such occurrence shall be treated as a Potential Adjustment Event hereunder. “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.

Rule 10b-18. (i) During Except as disclosed to Dealer in writing prior to the date on which the offering of the Convertible Notes was first announced, Counterparty represents and warrants to Dealer that it has not made any Settlement Averaging purchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in Rule 10b-18(b)(4) under the Exchange Act during each of the four calendar weeks preceding such date and the calendar week in which such date occurs (“Rule 10b-18 purchase,” “blocks” and “Affiliated Purchaser” each as defined in Rule 10b-18 under the Exchange Act). Counterparty agrees and acknowledges that it shall not, and shall cause its affiliates and Affiliated Purchasers not to, directly or indirectly (including by means of a derivative instrument) enter into any transaction to purchase any Shares during the period beginning on such date and ending on the day on which Dealer has informed Counterparty in writing that it has completed all purchases of Shares to hedge initially its exposure to the Transaction; provided that the foregoing shall not apply to the Counterparty’s repurchase of shares of common stock concurrently with the offering of Convertible Notes. (ii) On any day during any Conversion Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 of the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer or with Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Sharesprior written consent. (iiiii) Counterparty agrees that it (A) will not, on any day during any Settlement Averaging Conversion Period, make, or permit to be mademade (to the extent within Counterparty’s reasonable control), any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty none of Counterparty, Parent nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing that, this clause (i) shall not limit Company’s ability, pursuant apply to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase purchase that does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares). (ii) Each of Counterparty and Parent agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s its average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.preceding

Rule 10b-18. (i) During Except as disclosed to Dealer in writing prior to the Trade Date, Counterparty represents and warrants to Dealer that it has not made any Settlement Averaging Periodpurchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in clause (b)(4) of Rule 10b-18 under the Exchange Act (“Rule 10b-18”) during each of the four calendar weeks preceding such date (“Rule 10b-18 purchase,” “blocks” and “Affiliated Purchaser”, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares). (ii) Counterparty agrees that it (A) will not, on any day during the Trading Period, any Cash Settlement Averaging Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any period (a “Share Termination Period”) beginning on the date of any cancellation or termination of the Transaction and ending on the date on which the Payment Obligation is satisfied or Termination Delivery Units are delivered pursuant to paragraph 5(m), as the case may be, make, or permit to be mademade (to the extent within Counterparty’s control), any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Public Announcement”) unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.preceding

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc or ▇▇▇▇▇▇▇▇▇ LLC (or any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Sharesaffiliate thereof). (ii) Counterparty agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.months

Rule 10b-18. 5.1 Any purchases or sales of Shares by CS will be conducted independently of Counterparty. The timing of any CS purchases or sales of Shares, the number of Shares thus purchased or sold on any day, the price paid or received per Share for any CS purchases or sales of Shares and the manner in which any CS purchases or sales of Shares are made, including without limitation whether such CS purchases or sales are made on any securities exchange or privately, shall be within the sole discretion of CS. 5.2 CS shall effect any purchases of Shares in connection with this Transaction in a manner that would, if CS were Counterparty or an "affiliated purchaser" (ias such term is defined under Rule 10b-18 ("Rule 10b-18") During under the Exchange Act) of Counterparty, be subject to the safe harbor provided by Rule 10b-18(b) or otherwise in a manner that CS, in good faith, believes is in compliance with applicable requirements. 5.3 From the date hereof to the Price Adjustment Period Termination Date and on any day during the Cash Settlement Averaging Pricing Period, neither Counterparty nor will effect all of its purchase transactions in Shares through Credit Suisse Securities (USA) LLC. 5.4 Upon request by CSNY, Counterparty shall, at least one day prior to the first day of the Price Adjustment Period, notify CSNY of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Counterparty or any “affiliate” or “of its affiliated purchasers during each of the four calendar weeks preceding the first day of the Price Adjustment Period and during the calendar week in which the first day of the Price Adjustment Period occurs ("Rule 10b-18 purchase", "blocks" and "affiliated purchaser” (" each being used as defined in Rule 10b-18) ). 5.5 Neither Counterparty nor any of its affiliates shall directly or indirectly (including, without limitation, by means of take any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order action that would effect a purchase ofcause any CS purchases of Shares in connection with this Transaction not to meet the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act if such purchases were made by Counterparty. Without limiting the foregoing, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing Counterparty shall not limit Company’s ability, designate a Daily Number of Shares for any Valuation Date in excess of the Number of Shares it would be permitted to purchase on such date pursuant to the safe harbor in Rule 10b-18(b) (taking into account any plan other purchases by Counterparty or its "affiliated purchasers" (as defined in Rule 10b-18) of Companyon such day). 5.6 Notwithstanding anything to the contrary herein or in the Definitions, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute the extent that an Announcement Date for a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares. (ii) Counterparty agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to occurs during the opening or Price Adjustment Period: (a) Promptly after the close of the regular trading session on the Exchange for the Shares; (B) request from CSNY, Counterparty shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer CSNY with written notice specifying (i) Counterparty’s 's average daily Rule 10b-18 Purchases purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date Announcement Date that were not effected through Dealer or its affiliates CS, and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement dateAnnouncement Date. Such written notice shall be deemed to be a certification by Counterparty to Dealer CSNY that such information is true and correct. In additionCounterparty understands that CSNY will use this information in calculating the trading volume for purposes of Rule 10b-18; and (b) CSNY may in its good faith sole discretion, Counterparty shall promptly notify Dealer if it determines the resulting reduction in permissible volume of Rule 10b-18 purchases to be material, designate one or more Scheduled Trading Days in the period from and including the public announcement thereof to and including the earlier to occur of the completion of such transaction and or the completion of the vote by target shareholders. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated shareholders to be Disrupted Days and extend the Price Adjustment Period Termination Date by Rule 10b-18(a)(13)(iv) under the Exchange Actnumber of Disrupted Days so designated.

Rule 10b-18. (i) During Except as disclosed to Dealer in writing prior to the Trade Date, Counterparty represents and warrants to Dealer that it has not made any Settlement Averaging Periodpurchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in clause (b)(4) of Rule 10b-18 under the Exchange Act (“Rule 10b-18”) during each of the four calendar weeks preceding such date (“Rule 10b-18 purchase,” “blocks” and “Affiliated Purchaser”, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares). (ii) Counterparty agrees that it (A) will not, on any day during the Trading Period, any Cash Settlement Averaging Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any period (a “Share Termination Period”) beginning on the date of any cancellation or termination of the Transaction and ending on the date on which the Payment Obligation is satisfied or Termination Delivery Units are delivered pursuant to paragraph 5(m), as the case may be, make, or permit to be mademade (to the extent within Counterparty’s control), any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Public Announcement”) unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases ▇▇▇- ▇▇ ▇▇▇▇▇▇▇▇▇ (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correctcorrect in all material respects. In addition, Counterparty 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)(iv10b- 18(a)(13)(iv) under the Exchange Act. Counterparty acknowledges that a Public Announcement could result in the occurrence of a Regulatory Disruption and shall comply with paragraph 5(c) below, and the parties agree that any such occurrence shall be treated as a Potential Adjustment Event hereunder.

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc or ▇▇▇▇▇▇▇▇▇ LLC (or any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Sharesaffiliate thereof). (ii) Counterparty agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.

Rule 10b-18. (i) During Counterparty shall, at least one day prior to the first day of any Settlement Averaging Unwind Period, neither notify Dealer of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception set forth in Rule 10b-18(b)(4) under the Exchange Act by or for Counterparty nor or any of its affiliated purchasers during each of the four calendar weeks preceding the first day of the Unwind Period and during the calendar week in which the first day of the Unwind Period occurs (“affiliateRule 10b-18 purchase”, “blocks” or and “affiliated purchaser” (each being used as defined in Rule 10b-18). During any Unwind Period, Counterparty shall (i) shall directly or indirectly (including, without limitation, by means notify Dealer prior to the opening of trading in the Shares on any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase ofday on which Counterparty makes, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares. (ii) Counterparty agrees that it (A) will not, during any Settlement Averaging Period, make, or permit expects to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction merger, acquisition, or potential Merger Transaction unless similar transaction involving a recapitalization relating to Counterparty (other than any such public announcement transaction in which the consideration consists solely of cash and there is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; no valuation period), (Bii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; , and (Ciii) shall promptly deliver to Dealer following the making of any such announcement information indicating (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer with written notice specifying (iA) Counterparty’s average daily Rule 10b-18 Purchases purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the date of the announcement date that were not effected through Dealer or its affiliates of such transaction and (iiB) the number of Shares purchased Counterparty’s block purchases (as defined in Rule 10b-18) effected pursuant to the proviso in paragraph (b)(4) of Rule 10b-18(b)(4) under the Exchange Act for 10b-18 during the three full calendar months preceding the date of the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that of such information is true and correcttransaction. In addition, Counterparty 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.

Rule 10b-18. 5.1 Any purchases or sales of Shares by CS will be conducted independently of Counterparty. The timing of any CS purchases or sales of Shares, the number of Shares thus purchased or sold on any day, the price paid or received per Share for any CS purchases or sales of Shares and the manner in which any CS purchases or sales of Shares are made, including without limitation whether such CS purchases or sales are made on any securities exchange or privately, shall be within the sole discretion of CS. 5.2 CS shall effect any purchases of Shares in connection with this Transaction in a manner that would, if CS were Counterparty or an "affiliated purchaser" (ias such term is defined under Rule 10b-18 ("Rule 10b-18") During under the Exchange Act) of Counterparty, be subject to the safe harbor provided by Rule 10b-18(b) or otherwise in a manner that CS, in good faith, believes is in compliance with applicable requirements. 5.3 From the date hereof to the Price Adjustment Period Termination Date and on any day during the Cash Settlement Averaging Pricing Period, neither Counterparty nor will effect all of its purchase transactions in Shares through Credit Suisse Securities (USA) LLC. 5.4 Upon request by CSNY, Counterparty shall, at least one day prior to the first day of the Price Adjustment Period, notify CSNY of the total number of Shares purchased in Rule 10b-18 purchases of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by or for Counterparty or any “affiliate” or “of its affiliated purchasers during each of the four calendar weeks preceding the first day of the Price Adjustment Period and during the calendar week in which the first day of the Price Adjustment Period occurs ("Rule 10b-18 purchase", "blocks" and "affiliated purchaser” (" each being used as defined in Rule 10b-18) ). 5.5 Neither Counterparty nor any of its affiliates shall directly or indirectly (including, without limitation, by means of take any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order action that would effect a purchase of, or commence cause any tender offer relating to, any Shares (or an equivalent interest, including a unit CS purchases of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related this Transaction not to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any meet the requirements of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “the safe harbor provided by Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market under the Exchange Act if such purchases of Shareswere made by Counterparty. (ii) Counterparty agrees 5.6 Notwithstanding anything to the contrary herein or in the Definitions, to the extent that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or an Announcement Date for a potential Merger Transaction unless such public announcement is made prior to occurs during the opening or Price Adjustment Period: (a) Promptly after the close of the regular trading session on the Exchange for the Shares; (B) request from CSNY, Counterparty shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer CSNY with written notice specifying (i) Counterparty’s 's average daily Rule 10b-18 Purchases purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date Announcement Date that were not effected through Dealer or its affiliates CS, and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement dateAnnouncement Date. Such written notice shall be deemed to be a certification by Counterparty to Dealer CSNY that such information is true and correct. In additionCounterparty understands that CSNY will use this information in calculating the trading volume for purposes of Rule 10b-18; and (b) CSNY may in its good faith sole discretion, Counterparty shall promptly notify Dealer if it determines the resulting reduction in permissible volume of Rule 10b-18 purchases to be material, designate one or more Scheduled Trading Days in the period from and including the public announcement thereof to and including the earlier to occur of the completion of such transaction and or the completion of the vote by target shareholders. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated shareholders to be Disrupted Days and extend the Scheduled Termination Date by Rule 10b-18(a)(13)(iv) under the Exchange Actnumber of Disrupted Days so designated.

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty none of Counterparty, Parent nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing that, this clause (i) shall not limit Company’s ability, pursuant apply to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase purchase that does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares). (ii) Each of Counterparty and Parent agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s its average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty such party to Dealer that such information is true and correct. In addition, Counterparty and/or Parent 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.

Rule 10b-18. (i) During Except as disclosed to Dealer in writing prior to the Trade Date, Counterparty represents and warrants to Dealer that it has not made any Settlement Averaging Periodpurchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in clause (b)(4) of Rule 10b-18 under the Exchange Act (“Rule 10b-18”) during each of the four calendar weeks preceding such date (“Rule 10b-18 purchase,” “blocks” and “Affiliated Purchaser”, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Shares). (ii) Counterparty agrees that it (A) will not, on any day during the Trading Period, any Cash Settlement Averaging Pricing Period (regardless of whether Cash Settlement by Counterparty applies) or any period (a “Share Termination Period”) beginning on the date of any cancellation or termination of the Transaction and ending on the date on which the Payment Obligation is satisfied or Termination Delivery Units are delivered pursuant to paragraph 5(m), as the case may be, make, or permit to be mademade (to the extent within Counterparty’s control), any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction (a “Public Announcement”) unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correctcorrect in all material respects. In addition, Counterparty 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 a Public Announcement could result in the occurrence of a Regulatory Disruption and shall comply with paragraphs 5(b)(iii) and 5(c) below, and the parties agree that any such occurrence shall be treated as a Potential Adjustment Event hereunder.

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to ▇▇▇▇▇▇▇▇▇ LLC or ▇▇▇▇▇▇▇, Sachs & Co. (or any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Sharesaffiliate thereof). (ii) Counterparty agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.

Rule 10b-18. (i) During any Settlement Averaging Period, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer; provided that the foregoing shall not limit Company’s ability, pursuant to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc or ▇▇▇▇▇▇▇, Sachs & Co. (or any plan (as defined in Rule 10b-18) of Company, to re-acquire Shares in connection with any equity transaction related to such plan or limit Company’s ability to withhold Shares to cover tax liabilities associated with such equity transactions or otherwise restrict Company’s ability to repurchase Shares under privately negotiated transactions with any of its employees, officers, directors, consultants or affiliates, so long as any such re-acquisition, withholding or repurchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18) and does not result in any on-market purchases of Sharesaffiliate thereof). (ii) Counterparty agrees that it (A) will not, during any Settlement Averaging Period, make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares; (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) 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 (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly 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.