Settlement Currency:	USD (as defined in the Swap Definitions).
Settlement Date:	For each Component, the date that is one Settlement Cycle immediately following the Valuation Date for such Component. For the avoidance of doubt, any delivery of Shares to Dealer shall be subject to Section 7(u) hereof.
Settlement Price:	For each Component to which Physical Settlement is applicable, the VWAP Price on the Valuation Date for such Component, subject to “Valuation Disruption” above; and for each Component to which Modified Physical Settlement is applicable, the 10b-18 VWAP Price on the Valuation Date for such Component, subject to “Valuation Disruption” above.
Forward Price:	For each Component to which Physical Settlement is applicable, the Forward Price for such Component is equal to: (a) if the Settlement Price for such Component is less than the Forward Floor Price for such Component, such Forward Floor Price; (b) if the Settlement Price for such Component is equal to or greater than the Forward Floor Price for such Component and is less than the Forward Cap Price for such Component, such Settlement Price; or (c) if the Settlement Price for such Component is equal to or greater than the Forward Cap Price for such Component, such Forward Cap Price. For the avoidance of doubt, Forward Price is not applicable for any Component to which Modified Physical Settlement is applicable.
Settlement Method Election:	Applicable, meaning that Counterparty may elect Modified Physical Settlement to apply to all Components of any Transaction by notifying Dealer in writing of such election no later than the Settlement Method Election Date for such Transaction; provided that such election shall only be valid if such notice contains the Settlement Method Election Representations. For the avoidance of doubt, Counterparty may not elect Cash Settlement and the same Settlement Method Election shall apply to all Components of such Transaction.
Settlement Method Election Date:	For each Transaction, the date that is ten (10) Scheduled Trading Days immediately prior to the Scheduled Valuation Date for the first Component of such Transaction.
Default Settlement Method:	Physical Settlement.
Number of Shares to be Delivered:	For each Component to which Physical Settlement is applicable, the Component Number of Shares for such Component; and for each Component to which Modified Physical Settlement is applicable, the Number of Shares to be Delivered determined pursuant to Section 9.5(c) of the Equity Definitions as if “Variable Obligation” is applicable to such Component and “Number of Shares” refers to the Component Number of Shares for such Component, in each case rounded down to the nearest integral multiple of one Share.
Physical Settlement:	For each Component to which Physical Settlement is applicable, notwithstanding anything to the contrary in Section 9.2 of the Equity Definitions, on the Settlement Date for such Component: (a) if such Component is an Unfunded Component, then Dealer will pay Counterparty an amount equal to (i) the product of (A) the Forward Price for such Component and (B) the Number of Shares to be Delivered for such Component minus (ii) the product of (x) the Forward Hedge Selling Commission Rate for the relevant Transaction, (y) the Hedge Reference Price for such Component and (z) the Component Number of Shares for such Component, and Counterparty will deliver to Dealer the Number of Shares to be Delivered for such Component and will pay to Dealer the Fractional Share Amount, if any, for such Component; or (b) if such Component is a Funded Component, then Dealer will pay Counterparty an amount equal to the product of (i) the excess, if any, of the Forward Price for such Component over the Forward Floor Price for such Component and (ii) the Number of Shares to be Delivered for such Component, and Counterparty will deliver to Dealer the Number of Shares to be Delivered for such Component and will pay to Dealer the Fractional Share Amount, if any, for such Component.

Modified Physical Settlement:	For each Component to which Modified Physical Settlement is applicable, notwithstanding anything to the contrary in Section 9.2 of the Equity Definitions, on the Settlement Date for such Component: (a) if such Component is an Unfunded Component, then Dealer will pay Counterparty an amount equal to (i) the product of (A) the Forward Floor Price for such Component and (B) the Component Number of Shares for such Component minus (ii) the product of (x) the Forward Hedge Selling Commission Rate for the relevant Transaction, (y) the Hedge Reference Price for such Component and (z) the Component Number of Shares for such Component, and Counterparty will deliver to Dealer the Number of Shares to be Delivered for such Component and will pay to Dealer the Fractional Share Amount, if any, for such Component; or (b) if such Component is a Funded Component, then Counterparty will deliver to Dealer the Number of Shares to be Delivered for such Component and will pay to Dealer the Fractional Share Amount, if any, for such Component.
Settlement Method Election Representations:	(A) Counterparty is not aware of any material nonpublic information concerning itself or the Shares, (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act, when considered as a whole (with the more recent such filings deemed to amend inconsistent statements contained in any earlier such filings), do not contain a misstatement of material fact or any omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (C) Counterparty is electing Modified Physical Settlement in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision of the federal securities laws, (D) Counterparty is not making such election to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), (E) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law, regulation or supervisory guidance applicable to Counterparty, or any order or judgment of any court or other agency of government applicable to it or any of its assets, and any governmental consents that are required to have been obtained by Counterparty with respect to such election or settlement have been obtained and are in full force and effect and all conditions of any such consents have been complied with and (F) Counterparty will be able to purchase the number of Shares equal to the sum of the difference between the Component Number of Shares and Number of Shares to be Delivered for all Components of such Transaction (assuming for such purpose that the Settlement Price is equal to the most recent 10b-18 VWAP Price) in accordance with its organizational documents and the required corporate approvals thereunder (if any).
Fractional Share Amount:	For each Component, an amount in the Settlement Currency representing the fractional Share resulting from the calculation of the Number of Shares to be Delivered as determined by the Calculation Agent multiplied by the Settlement Price attributable to the relevant Share on the Valuation Date for such Component.
Other Applicable Provisions:	To the extent Dealer or Counterparty is obligated to deliver Shares hereunder (including with respect to any prepayment), the provisions of Sections 9.2 (last sentence only), 9.4, 9.8, 9.9, 9.10 and 9.11 of the Equity Definitions will be applicable as if “Physical Settlement” applied to each Transaction; provided that, in such case, with respect to any delivery of Shares by Dealer, the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares.

Method of Adjustment:

Calculation Agent Adjustment.  Section 11.2(e) of the Equity Definitions is hereby amended by deleting clause (iii) thereof.  For the avoidance of doubt, a Different Dividend (as defined below) shall be a Potential Adjustment Event under Section 11.2(e)(vii) of the Equity Definitions with respect to any Transaction.  Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, the parties agree that, for any Transaction, (A) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including, without limitation, any discount to average VWAP prices) that are entered into at prevailing market prices (subject to the immediately preceding parenthetical) and in accordance with customary market terms for Share repurchase transactions of such type (“Private Repurchases”) shall not be considered Potential Adjustment Events so long as, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of such Transaction pursuant to all such transactions would not exceed 20% of the number of Shares outstanding as of the Trade Date for such Transaction, as determined by the Calculation Agent and as adjusted by the Calculation Agent in a commercially reasonable manner to account for any subdivision or combination with respect to the Shares and (B) open market Share repurchases at prevailing market prices shall not be considered Potential Adjustment Events so long as, after giving effect to such transactions and any Private Repurchases, the aggregate number of Shares repurchased during the term of such Transaction pursuant to all such transactions would not exceed 30% of the number of Shares outstanding as of the Trade Date for such Transaction, as determined by the Calculation Agent and as adjusted by the Calculation Agent in a commercially reasonable manner to account for any subdivision or combination with respect to the Shares. Notwithstanding Section 11.2(e) of the Equity Definitions, the following repurchases of Shares (if applicable) shall not be considered to be a Potential Adjustment Event: (i) Shares withheld from employees of Counterparty or its Affiliates to pay certain withholding taxes upon the vesting of Share awards granted to such employees under compensation or benefit plans of Counterparty; (ii) Shares purchased in connection with the reinvestment of dividends by recipients of Share awards under Counterparty’s compensation or benefit plans; (iii) Shares purchased in connection with the operation of Counterparty’s 401(k) plans or dividend reinvestment and direct stock purchase plans; (iv) Shares purchased by Counterparty in connection with the issuance and/or delivery of Shares to employees, officers and directors under employee, officer and director compensation programs (including Counterparty’s long-term incentive plan); and (v) Shares received or purchased by Counterparty in connection with any call option or capped call hedge purchased by Counterparty in connection with Counterparty’s issuance of convertible or exchangeable securities. Notwithstanding Section 11.2(e) of the Equity Definitions, the following shall not be considered to be a Potential Adjustment Event: (i) any issuance of Shares by Counterparty to employees, officers and directors of Counterparty, including pursuant to compensation programs (including Counterparty’s long-term incentive plan); (ii) any issuance of Shares pursuant to the operation of Counterparty’s dividend reinvestment and direct stock purchase plans; (iii) any issuance of any convertible or exchangeable securities by Counterparty (including any stock purchase contracts or warrants sold in connection with any hedging transaction related to any issuance of any convertible or exchangeable securities of Counterparty, but expressly excluding any issuance as described in Section 11.2(e)(i) or (ii) of the Equity Definitions), even if such securities are convertible into or exchangeable or exercisable for Shares; (iv) the issuance of any Shares as a result of the conversion, exchange or exercise of any convertible or exchangeable securities outstanding as of the date hereof or issued by Counterparty as described in clause (iii) above, as the case may be; and (v) the issuance of any Shares upon the settlement of outstanding restricted stock unit, employee stock option or performance share awards.

Different Dividend:	If the Issuer declares or pays any dividend or distribution on the Shares, with an ex-dividend date after the Trade Date for any Transaction, that is (x) greater than, (y) later than or (z) in addition to the Expected Dividends for such Transaction, such payment or declaration shall constitute a Potential Adjustment Event under Section 11.2(e)(vii) of the Equity Definitions and the Calculation Agent has the option to make adjustments to such Transaction pursuant to Consequences of Different Dividends.
Expected Dividends:	For any Transaction, as set forth in the related Supplemental Confirmation.
Consequences of Different Dividends:	For any Different Dividend, the Calculation Agent shall have the option to adjust either the Forward Floor Price and/or Forward Cap Price for the relevant Transaction as the Calculation Agent determines commercially reasonable and appropriate to account for the economic effect on such Transaction of such Different Dividend.

New Shares:	In the definition of “New Shares” in Section 12.1(i) of the Equity Definitions, (a) the text in subsection (i) shall be deleted in its entirety and replaced with: “publicly quoted, traded or listed on any of the New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or their respective successors)” and (b) the phrase “and (iii) issued by a corporation under the laws of the United States, any State thereof or the District of Columbia” shall be inserted immediately prior to the period.
Consequences of Merger Events:
(a)          Share-for-Share:	Modified Calculation Agent Adjustment
(b)          Share-for-Other:	Cancellation and Payment
(c)          Share-for-Combined:	Component Adjustment
Tender Offer:	Applicable; provided that (i) the definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions shall be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Issuer” in the third and fourth lines thereof with “greater than 20% and less than 100% of the outstanding Shares”, (ii) Section 12.1(e) of the Equity Definitions shall be amended by replacing “voting shares” in the first line thereof with “Shares”, and (iii) Section 12.1(l) of the Equity Definitions shall be amended by replacing “voting shares” in the fifth line thereof with “Shares”.
Consequences of Tender Offers:
(a)          Share-for-Share:	Modified Calculation Agent Adjustment
(b)          Share-for-Other:	Modified Calculation Agent Adjustment
(c)          Share-for-Combined:	Modified Calculation Agent Adjustment

Consequences of Announcement Events:

Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions, as amended hereby; provided that, in respect of an Announcement Event, (i) 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”, (ii) the word “shall” in the second line shall be replaced with “shall, if the Calculation Agent determines that such Announcement Event has had a material economic effect on the Transaction”, the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Forward Cap Price or Forward Floor Price of one or more Components (provided that in no event shall the Forward Cap Price of any Component be less than the Forward Floor Price of such Component)” and the words “whether within a commercially reasonable (as determined in good faith 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 (iii) for the avoidance of doubt, the Calculation Agent shall determine whether the relevant Announcement Event has had a material economic effect on the Transaction and, if so, shall adjust the Forward Cap Price or Forward Floor Price of one or more Components (provided that in no event shall the Forward Cap Price of any Component be less than the Forward Floor Price of such Component) in a commercially reasonable manner to take into account the economic effect of the relevant Announcement Event on the Transaction, without duplication with respect to any other adjustment, to preserve the fair value of the Transaction to the parties on one or more occasions on or after the date of such Announcement Event up to, and including, the final Valuation Date, it being understood that (x) any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and (y) the Calculation Agent shall make an adjustment to the relevant Forward Cap Price(s) or Forward Floor Price(s) upon any subsequent announcement regarding the abandonment of the same event that previously gave rise to an Announcement Event adjustment to the extent necessary to reflect the economic effect of such subsequent announcement on the Transaction. An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable. For the avoidance of doubt, any such adjustment shall be without prejudice to and without duplication of the application of the provisions set forth in “Consequences of Merger Events” and/or “Consequences of Tender Offers” with respect to the related Merger Event or Tender Offer.  Dealer acknowledges that an adjustment required to be made by the Calculation Agent in respect of an Announcement Event (including, for the avoidance of doubt, the abandonment of an event that previously gave rise to an Announcement Event adjustment) may result in an increase to the Forward Cap Price of one or more Components.

Announcement Event:	(i) The public announcement by Issuer, any of its affiliates or agents or a Valid Third Party Entity of any Merger Event or Tender Offer, the intention to enter into a Merger Event or Tender Offer, or any transaction or event that, if completed, would constitute a Merger Event or Tender Offer, (ii) the public announcement by Issuer, any of its affiliates or agents or a Valid Third Party Entity of (x) any potential acquisition by Issuer and/or any of its subsidiaries where the aggregate consideration exceeds 33% of the market capitalization of Issuer as of the date of such announcement, as determined by the Calculation Agent (an “Acquisition Transaction”) or (y) any potential lease, exchange, transfer or disposition (including, without limitation, by way of spin-off or distribution) of assets (including, without limitation, any capital stock or other ownership interests or other ownership interest in the Issuer’s subsidiaries) or other similar event by Issuer or any of its subsidiaries where the aggregate consideration exceeds 33% of the market capitalization of Issuer as of the date of such announcement, as determined by the Calculation Agent (a “Disposal Transaction”), (iii) the public announcement by Issuer or any of its affiliates or agents of an intention by Issuer or any of its subsidiaries to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event, Tender Offer, Acquisition Transaction or Disposal Transaction, or (iv) any subsequent public announcement by Issuer, any of its affiliates or agents or a 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), (ii) or (iii) 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; provided that (x) any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and (y) in making any adjustment the Calculation Agent shall take into account volatility, liquidity or other factors before and after such Announcement Event. 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,” “Merger Event” shall have the meaning set forth in Section 12.1(b) of the Equity Definitions; provided that the portion of such definition following the definition of “Reverse Merger” shall be disregarded.
Valid Third Party Entity:	In respect of any transaction or event, any third party (or an affiliate thereof or agent authorized by such third party to make public statements on its behalf) that has a bona fide intent to enter into and consummate such transaction or event (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).
Nationalization, Insolvency or Delisting:	Cancellation and Payment; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if (i) 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 Market or The Nasdaq Global Select Market (or their respective successors) (and if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange) or (ii) the Issuer announces an intent to cause the Shares to cease to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer).

Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position”, (iii) adding the words “, or holding, acquiring or disposing of Shares or any Hedge Position relating to,” after the word “under” in clause (Y) thereof and (iv) adding the words “provided that, in the case of clause (Y) hereof and any law, regulation or interpretation, the consequence of such law, regulation or interpretation is applied consistently in good faith and in a commercially reasonable manner by such party to all of its similarly situated counterparties with similar transactions;” after the semi-colon in the last line thereof; and provided, further that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Notwithstanding anything to the contrary herein or in the Equity Definitions, upon the occurrence of the “Change in Law” as set forth in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions, the provisions applicable to an “Increased Cost of Hedging” as set forth in Section 12.9(b)(vi) of the Equity Definitions shall apply to such “Change in Law” (in lieu of the provisions set forth in Section 12.9(b)(i) of the Equity Definitions).
Failure to Deliver:	Not Applicable.
Hedging Disruption:	Applicable; provided that: (i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by inserting the following at the end of such Section: “provided that any such inability that is incurred solely due to the deterioration of the creditworthiness of the Hedging Party shall not be deemed a Hedging Disruption. “For the avoidance of doubt, (i) the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk, and (ii) the transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing and other 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:	Applicable solely with respect to any “Change in Law” described in clause (Y) of Section 12.9(a)(ii) of the Equity Definitions as set forth in the last sentence of the text opposite the caption “Change in Law” above.
Increased Cost of Stock Borrow:	Applicable.
Initial Stock Loan Rate:	For each Transaction, as set forth in the related Supplemental Confirmation.
Loss of Stock Borrow:	Applicable.
Maximum Stock Loan Rate:	For each Transaction, as set forth in the related Supplemental Confirmation.
Specified Borrow Rate:	For each Transaction, as set forth in the related Supplemental Confirmation.
Hedging Party:	For all applicable Additional Disruption Events, Dealer.  Following any determination by the Hedging Party hereunder (not including, for the avoidance of doubt, any election by the Hedging Party that it is permitted to make), promptly following a written request of Counterparty therefor, the Hedging Party shall provide to Counterparty, by email to the email address provided by Counterparty, a written explanation and report (in a commonly used file format for the storage and manipulation of financial data) describing in reasonable detail any determination made by it (including, as applicable, any quotations, market data, information from internal sources used in making such determinations, descriptions of methodology and any assumptions and basis used in making such determination), it being understood that the Hedging Party shall not be obligated to disclose any proprietary or confidential models or proprietary or confidential information or other information that may be subject to contractual, legal or regulatory obligations to not disclose such information, in each case, used by it for such determination.  The Hedging Party shall use commercially reasonable efforts to provide such written explanation and report within five (5) Exchange Business Days from the receipt of such request.  All calculations, adjustments and determinations by Dealer acting in its capacity as the Hedging Party shall be made in a good faith and in a commercially reasonable manner and assuming that Dealer maintains a commercially reasonable hedge position.

Determining Party:

For all applicable Extraordinary Events, Dealer; all calculations, adjustments and determinations made by the Determining Party shall be made in good faith and in a commercially reasonable manner taking into account Dealer’s commercially reasonable hedge position; provided that, upon receipt of written request from Counterparty, the Determining Party shall promptly provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Determining Party’s proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such request.

Non-Reliance:	Applicable
Agreements and Acknowledgements Regarding Hedging Activities:	Applicable
Additional Acknowledgements:	Applicable
Transfer:	Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and/or set over (whether by security or otherwise) any of its rights, title and interest or obligations in or under any Transaction (including the Credit Support Annex in respect of any such Transaction), in whole or in part, to an affiliate of Dealer (i) so long as  [(unless such assignment or transfer occurs within the twenty (20) Scheduled Trading Day period immediately preceding the first Valuation Date for such Transaction)]2 such affiliate is of equivalent or better credit quality (or its obligations are guaranteed by an entity of equivalent or better credit quality) and (ii) so long as, as of the date of the assignment or transfer (a) such affiliate transferee, assignee or guarantor has a credit rating equal to or better than A3 from Moody’s Ratings or its successor or A- from S&P Global Ratings, a division of S&P Global, Inc. or its successor; (b) such transferee or assignee provides to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto; (c) Counterparty will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Counterparty would have been required to pay Dealer in the absence of such assignment or transfer; (d) Counterparty will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) (taking into account any amount to be paid by the assignee or transferee under Section 2(d)(i)(4)) of the Agreement in excess of that which Dealer would have been required to so withhold or deduct in the absence of such assignment or transfer; (e) either Dealer and such transferee or assignee are both dealers in securities as defined in Section 475(c) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or such assignment or transfer will not otherwise be treated as a taxable exchange for U.S. federal income tax purposes; and (f) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such assignment or transfer.

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(a)

Address for notices or communications to Counterparty:

(b)

Address for notices or communications to Dealer:

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8.

Additional Provisions.

(a)

U.S. Stay Regulations.

1.

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

2.

“Credit Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of Dealer under or with respect to this Master Confirmation, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin or any similar arrangement.

(b)

Agreements Regarding the Pricing Supplement.

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	Yours sincerely,
	[GOLDMAN SACHS BANK USA][CITIBANK, N.A.]
	By:

		Name:
		Title:

	PLANET LABS PBC
	By:
		Name:
		Title:

Trade Date:	[__________], 20[__]
Effective Date:	[__________], 20[__]
Trading Parameters:	On any Exchange Business Day during the Hedge Period, Counterparty may request in writing by 9:00 AM New York City time (a “Parameters Request”) that the Forward Seller establish Dealer’s initial Hedge Positions on such Exchange Business Day for the related Component taking into account Counterparty’s desired trading parameters submitted with the Parameters Request (the “Trading Parameters”) (including, without limitation, a minimum price (the “Limit Price”) and a maximum amount of proceeds from Dealer’s sales of Shares (the “Maximum Proceeds”)). Counterparty and Dealer agree that, notwithstanding anything to the contrary herein or in the Equity Distribution Agreement:

1.    Dealer shall cause the Forward Seller to use good faith and commercially reasonable efforts consistent with its normal trading and sales practices to make sales in connection with establishment of Dealer’s initial Hedge Position in respect of such Component in accordance with the Trading Parameters; provided that such good faith and commercially reasonable efforts shall be subject in all respects to compliance with Dealer’s and its affiliates’ internal policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer or such affiliates and which policies or procedures are applied consistently in good faith and in a commercially reasonable manner by Dealer to all of its similarly situated counterparties with similar transactions), and shall be required only to the extent fulfilling such Parameter Request would not have a material adverse impact on any other hedging activities undertaken by Dealer or its affiliates in connection with this Transaction or any other Transaction under the Master Confirmation (including taking into account the relevant liquidity, market and trading conditions). 2.    With respect to the Limit Price, Dealer shall cause the Forward Seller to use good faith and commercially reasonable efforts to not sell any “Forward Hedge Shares” (as defined in the Equity Distribution Agreement) below the Limit Price. 3.    With respect to the Maximum Proceeds, Dealer shall cause the Forward Seller to use good faith and commercially reasonable efforts to not sell any “Forward Hedge Shares” (as defined in the Equity Distribution Agreement) to the extent such sales would result in sale proceeds greater than the Maximum Proceeds. 4.    If no Parameters Request is received by Dealer by 9:00 A.M. New York City time, Dealer shall not establish any Hedge Positions on such Exchange Business Day. 5.    Each designation of any Component by Counterparty in a Parameters Request or any change in the Trading Parameters for such Component by Counterparty shall be deemed to be an affirmation to Dealer (in its capacity as a “Forward Purchaser” under the Equity Distribution Agreement) and the Forward Seller that (x) the representation in Section 7(e)(i) of the Master Confirmation and (y) the representations and warranties of Counterparty contained in or made pursuant to the Equity Distribution Agreement, in each case, are true and correct as of the date of such designation as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the “Forward Hedge Settlement Date” (as defined in the Equity Distribution Agreement) relating to such as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the “Registration Statement” and the “Prospectus” (in each case, as defined in the Equity Distribution Agreement) as amended and supplemented relating to such “Forward Hedge Shares”). 6.    Other than as explicitly set forth above or in the provisions opposite the caption “Hedge Period” in the Master Confirmation, Dealer (or its agent or affiliate) shall have the sole good faith and commercially reasonable discretion in conducting its hedging activities in connection with establishing its initial Hedge Position of the Transaction.

Hedge Period Commencement Date:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Hedge Period Outside Date:	As set forth in Exhibit 1 to this Supplemental Confirmation.
First Scheduled Valuation Date:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Final Termination Date:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Forward Floor Percentage:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Forward Cap Percentage:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Discount Rate Cap:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Forward Hedge Selling Commission Rate:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Initial Stock Loan Rate:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Maximum Stock Loan Rate:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Specified Borrow Rate:	As set forth in Exhibit 1 to this Supplemental Confirmation.
Expected Dividends:	Ex-Dividend Date	Amount
	[__________], 20[__]	USD [_____]
Forward Reduction Amounts:	Reduction Date	Reduction Amount
	[__________], 20[__]	USD [_____]
Floor Price Adjustments:	If the Issuer publicly announces any Potential Adjustment Event or any Announcement Event and Counterparty’s board of directors has not authorized an adjustment to the Floor Price that might result from such Potential Adjustment Event or such Announcement Event when authorizing a corporate action leading to such Potential Adjustment Event or Announcement Event, as the case may be (as evidenced in board resolutions that will have been provided to Dealer at the time of such announcement), such announcement may, at the good faith and commercially reasonable election of Dealer, constitute an Additional Termination Event with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction.
Termination Price:	[As set forth in Exhibit 1 to this Supplemental Confirmation.][Not Applicable.]

	Yours sincerely,
	[GOLDMAN SACHS BANK USA][CITIBANK, N.A.]
	By:

		Name:
		Title:

	PLANET LABS PBC
	By:
		Name:
		Title:

Hedge Period Commencement Date:	[__________], 20[__]
Hedge Period Outside Date:	[__________], 20[__]
First Scheduled Valuation Date:	[__________], 20[__]
Final Termination Date:	[__________], 20[__]
Forward Floor Percentage:	[_____]%
Forward Cap Percentage:	[_____]%
Discount Rate Cap:	A rate determined by the Calculation Agent (acting in good faith and in a commercially reasonable manner) equal to the sum of (a) the rate that results from interpolating the secured overnight financing rate assuming a tenor of the period of time from, and including, the Component Prepayment Date for the relevant Component to, but excluding, the date that is one Settlement Cycle following the Scheduled Valuation Date for such Component, plus (b) [_____] bps.
Forward Hedge Selling Commission Rate:	[_____]%
Initial Stock Loan Rate:	[_____] bps
Maximum Stock Loan Rate:	[_____] bps
Specified Borrow Rate:	[_____] bps
[Termination Price:	USD [______]]

	Component No.		Component Number of Shares		Hedge Reference Price		Forward Floor Price		Forward Cap Price		Scheduled Valuation Date
	1.
	2.
	3.
	…

(a)	the Hedge Period Completion Date is [__________], 20[__];

(b)	the Number of Transaction Shares is [__________];

(c)	the Settlement Method Election Date is [__________], 20[__]; and

(d)	the Final Prepayment Date is [__________], 20[__].  For the avoidance of doubt, the last day on which Counterparty may validly deliver a Prepayment Request in respect of an Unfunded Component is [__________], 20[__].

	Yours sincerely,
	[GOLDMAN SACHS BANK USA][CITIBANK, N.A.]
	By:
		Name:
		Title:

	Component No.		Component Prepayment Date

	Yours sincerely,
	PLANET LABS PBC
	By:
		Name:
		Title:

(a)	Security Interest for “Obligations”.  The term “Obligations” as used in this Annex includes the following additional obligations:

(b)	Credit Support Obligations.

(i)

Delivery Amount, Return Amount and Credit Support Amount.

(A)

“Delivery Amount” has the meaning specified in Paragraph 3(a), subject to the provisions of Paragraph 13(m)(iii) and (viii).

(B)

“Return Amount” has the meaning specified in Paragraph 3(b), subject to the provisions of Paragraph 13(m)(iii) and (viii).

(C)

“Credit Support Amount” has the meaning specified in Paragraph 3.

(D)

“Exposure” shall mean zero.

(ii)

Eligible Collateral. The following items, subject to Paragraph 13(m)(viii), will qualify as “Eligible Collateral” for the party specified beginning on the first Component Prepayment Date for the Transaction:

			Counterparty	Valuation Percentage
	(A)	Shares (as defined in the Master Confirmation)	X	100%

(iii)

Other Eligible Support. There shall be no “Other Eligible Support” for either party for purposes of this Annex.

(iv)

Thresholds.

(A)

“Independent Amount” means with respect to Dealer: Not applicable.

(B)

“Threshold” means with respect to Dealer: Infinity.

(C)

“Minimum Transfer Amount” means with respect to Dealer:

(D)

Rounding. The Delivery Amount and the Return Amount will be rounded up and down to the nearest integral multiple of one Share, respectively.

(c)	Valuation and Timing.

(i)

“Valuation Agent” means Dealer, unless an Event of Default under Section 5(a)(vii) of the Agreement has occurred and is continuing with respect to which Dealer is the sole Defaulting Party, in which case Counterparty shall have the right to designate, for so long as such Event of Default continues, a nationally recognized third-party dealer in over-the-counter corporate equity derivatives to replace Dealer as Valuation Agent.

(ii)

“Valuation Date” means each Scheduled Trading Day (as defined in the Master Confirmation) on which the Required Number of Shares is greater than zero.

(iii)

“Valuation Time” means (i) with respect to a “Valuation Date” (as defined in the Master Confirmation), as defined in the Master Confirmation, and (ii) with respect to any other date of calculation, the close of business on such date of calculation, as applicable.

(iv)

“Notification Time” means 12:00 p.m., New York City time, on a Local Business Day.

(d)	Conditions Precedent and Secured Party’s Rights and Remedies. Each Termination Event for which the Transaction is an Affected Transaction and Counterparty is the sole Affected Party will constitute a Specified Condition.

(e)	Substitution. Not applicable.

(f)	Dispute Resolution. The provisions of Paragraph 5 will not apply; the phrase “and subject to Paragraph 5 in the case of a dispute” shall be deemed deleted from the definition of “Value” in Paragraph 12, and the other references to Paragraph 5 in this Annex shall be disregarded.

(g)	Holding and Using Posted Collateral.

(i)

Eligibility to Hold Posted Collateral; Custodian.  Dealer shall not be entitled to hold Posted Collateral pursuant to Paragraph 6(b) other than through the Collateral Account (as defined below), and Dealer shall be entitled to effect Transfers of Posted Collateral held in the Collateral Account in accordance with this Annex.

(ii)

Use of Posted Collateral.  The provisions of Paragraph 6(c) will not apply.

(h)	Distributions and Interest Amount.

(i)

Interest Amount. The provisions of Paragraph 6(d)(ii) and all other references to Interest Amount and related terms in this Annex will not apply.

(ii)

Distributions. In lieu of Paragraph 5(d)(i), all Distributions relating to the Transaction shall constitute Posted Collateral and held in the Collateral Account and all such remaining Distributions held in the Collateral Account shall be released to Counterparty on the final Settlement Date for the Transaction.

(i)	Additional Representations. None.

(j)	Other Eligible Support and Other Posted Support. Not applicable.

(k)	Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to Section 6 of the Master Confirmation.

(l)	Addresses for Transfers.

(m)	Other Provisions.

(i)

Delivery Amount and Return Amount. Paragraphs 3(a) and 3(b) shall be amended by including the reference to Paragraphs “13(m)(iii)” and “13(m)(viii)” in place of the reference to Paragraph 4 in the first line thereof.

(ii)

Agreement as to Single Secured Party and Pledgor. Dealer and Counterparty agree that, notwithstanding anything to the contrary in the recital to this Annex, Paragraph 1(b) or Paragraph 2 of this Annex or the definitions in Paragraph 12 of this Annex, (a) the term “Secured Party” as used in this Annex means only Dealer, (b) the term “Pledgor” as used in this Annex means only Counterparty, (c) only Counterparty makes the pledge and grant in Paragraph 2 of this Annex, the acknowledgment in the final sentence of Paragraph 8(a) of this Annex and the representations in Paragraph 9 of this Annex and (d) only Counterparty will be required to make Transfers of Eligible Credit Support under Paragraph 3(a) and only Dealer will be required to make Transfers of Posted Credit Support under Paragraph 3(b).

(iii)

Initial Transfer and Returns. Notwithstanding anything to the contrary in this Annex, including (without limitation) Paragraphs 3 and 4, in respect of the Transaction:

(A)

Counterparty will transfer to Dealer on or prior to 12:00 p.m. New York City time on the Component Prepayment Date for each Component of the Transaction (free and clear of any security interest, lien, encumbrance, restrictive legend or other restriction (other than a lien routinely imposed on all securities in a relevant clearance system)) a number of Shares equal to the Component Number of Shares for such Component in book-entry form without any requirement for Dealer to have made a demand to Counterparty, and this shall be deemed to be a Transfer of Eligible Credit Support for purposes of Paragraph 3(a); and

(B)

on the Valuation Date (as defined in the Master Confirmation) for each Component of the Transaction (and notwithstanding Paragraph 3(b) and Paragraph 4 (which shall be subject to this Paragraph 13(m)(iii)(B))), (1) Counterparty shall be deemed to have made a demand under Paragraph 3(b) specifying Shares as the form of Posted Credit Support and the Return Amount in respect of such Valuation Date shall be a number of Shares equal to the Component Number of Shares for such Component; and (2) subject to Paragraph 13(m)(x) (Delivery of Shares), Dealer shall make the Transfer of Posted Credit Support to Counterparty on the Settlement Date in respect of such Component.

(iv)

Reserved.

(v)

Reserved.

(vi)

Value. For purposes of calculating the Value of any Shares constituting Eligible Collateral for any Valuation Date or other date for which Value is calculated under this Annex, the Value of such Shares is the numerical quantity of such Shares (e.g., the Value of 100 Shares constituting Eligible Collateral is 100 Shares).

(vii)

Amendments relating to the 2002 ISDA Master Agreement.

(viii)

Adjustments. Whenever any adjustments are made to the Transaction in accordance with its terms, the Valuation Agent may make such adjustment in a good faith and commercially reasonable manner to the terms of this Annex that it considers would be appropriate to account for such adjustment to the terms of the Transaction to preserve the economic terms thereof.

(ix)

Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to Section 12 of the Agreement.

(x)

Delivery of Shares. Counterparty and Dealer agree that, in respect of the Transaction, any obligation of Dealer on any Settlement Date to return to Counterparty Posted Credit Support comprised of Shares pursuant to Paragraph 3(b) of this Annex in respect of the Transaction will be subject to  (A) the condition precedent that it has received from Counterparty all amounts payable to it by Counterparty in respect of the Transaction on or before such Settlement Date and, once that condition precedent has been satisfied, (B) Section 7(u) of the Master Confirmation.

(xi)

Taxes. Notwithstanding anything to the contrary elsewhere in this Agreement or herein, all payments and all deliveries by Dealer pursuant to this Annex shall be made net of any and all present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any government or other taxing authority in respect thereof. Any such amount shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Agreement.

(xii)

Amendments to Paragraph 2.  Paragraph 2 of this Annex is hereby amended by adding “(i)” immediately prior to the word “all” in the first sentence thereof and adding the following immediately prior to the period at the end of such sentence:

(xiii)

Defined Terms and Interpretation. This Annex is deemed to be entered into between the parties in respect of the Transaction (as defined below). Capitalized terms not otherwise defined in this Annex have the meanings specified in the Master Confirmation (as defined below) and/or the Supplemental Confirmation (as defined below) relating to the Transaction. In addition, as used in this Paragraph 13: