SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Cal-Maine Foods, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

128030202

(CUSIP Number)

C. Tyler Ball, Esq.

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Post Office Box 14167

Jackson, MS 39236

(601) 351.2400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 13, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 128030202 Page 2 of 6

SCHEDULE 13D

1	NAMES OF REPORTING PERSONS   Jean Reed Adams
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   3,289,208(1)
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   3,289,208(1)
	10	SHARED DISPOSITIVE POWER   None

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,289,208(1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.5%
14	TYPE OF REPORTING PERSON (See Instructions)   IN

⁽¹⁾  Includes 401,549 shares of common stock held under a Cal-Maine Foods, Inc. KSOP account, for the benefit of Jean Reed Adams.

CUSIP No. 128030202 Page 3 of 6

Item 1. Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (the “Common Stock”), of Cal-Maine Foods, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1052 Highland Colony Pkwy, Suite 200, Ridgeland, Mississippi 39157.

Item 2. Identity and Background.

(a), (b), and (c)

Jean Reed Adams, aka Jean Morris Adams (the “Reporting Person”), individually, which also reflects shares received following the death of her late husband and the Issuer’s founder and Chairman Emeritus, Mr. Fred R. Adams, Jr. (“Mr. Adams”), including shares of Common Stock distributed to her upon termination of the Jean Reed Adams Revocable Trust, created by Mr. Adams by the Revocable Trust Agreement dated the 20th day of July, 2018, as thereafter amended by that First Amendment to the Revocable Trust Agreement of the Jean Reed Adams Revocable Trust, dated January 7, 2019 (the “Trust”), of which she served as sole trustee.

The address of the Reporting Person is 312 Viewpointe Place, Clinton, Mississippi 39056. The Reporting Person is a private investor and spouse of the late Mr. Adams.

The Reporting Person is no longer part of a “group” with Adolphus B. Baker, individually, as co-trustee of the Fred R. Adams, Jr. Daughters’ Trust, and/or as sole managing member of DLNL, LLC, a Delaware limited liability company, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

(d) The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.

(e) The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

(f) The Reporting Person is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Person acquired the shares of Common Stock as a distribution upon termination of the Trust.

Item 4. Purpose of Transaction.

On October 13, 2022, the Reporting Person entered into a confirmation for an averaging share forward transaction (the “Confirmation”) with Bank of America, N.A. (“Bank of America”) with respect to shares of Common Stock of the Issuer. The Confirmation provides for the Reporting Person to sell and deliver up to 1,889,716 shares of Common Stock to Bank of America, at a price determined based on the volume weighted average price of transactions in shares of Common Stock over a calculation period provided in the Confirmation, weighted and adjusted as provided in the Confirmation. In connection with the Confirmation, the Reporting Person entered into a pledge agreement (the “Pledge Agreement”) pursuant to which she pledged 1,889,716 shares of her shares of Common Stock to Bank of America to secure her obligations under the Confirmation. Bank of America’s hedging activity in connection with the averaging share forward transaction is expected to commence on October 14, 2022 and will be conducted by BofA Securities, Inc. (“BofA Securities”), which is an affiliate of Bank of America.

CUSIP No. 128030202 Page 4 of 6

The foregoing summaries of the terms of the Confirmation and Pledge Agreement are not complete descriptions thereof and are qualified in their entirety by the full text of such agreements, filed as Exhibits 3 and 4 hereto and incorporated herein by reference.

Except to the extent disclosed or incorporated herein, as of the date hereof, other than as noted herein, the Reporting Person has no plans or proposals that relate to or would result in (a) the acquisition of securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation, bylaws, or other instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any change in the trading market of any class of securities of the Issuer; (i) a class of equity securities of the Issuer becoming eligible for termination of registration under the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of the matters enumerated above.

The Reporting Person may in the future make gifts of shares of Common Stock to certain charities, family members or friends. In addition, the shares of Common Stock held through the Issuer’s KSOP may be increased and/or subject to annual distributions as required under the terms of the KSOP and applicable law.

Item 5. Interest in Securities of the Issuer.

(a) As of the date of hereof, the Reporting Person beneficially owns an aggregate of 3,289,208 shares of Common Stock, or 7.5% of the Issuer’s outstanding shares of Common Stock. The beneficial ownership percentage is calculated based on a total of 44,135,851 shares of Common Stock outstanding as of September 27, 2022.

(b) The Reporting Person has sole voting and dispositive power over 3,289,208 shares of Common Stock.

(c) Not applicable.

(d) Bank of America is entitled to receive certain cash dividends on the shares of Common Stock that are subject to the Confirmation.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 is hereby incorporated by reference.

CUSIP No. 128030202 Page 5 of 6

Item 7. Material to Be Filed as Exhibits.

Exhibit Number	Exhibit Name
3	Share Forward Transaction Confirmation, dated as of October 13, 2022, by and between the Reporting Person and Bank of America
4	Pledge Agreement, dated as of October 13, 2022, by and between the Reporting Person, Bank of America and BofA Securities, in its capacity as custodian

CUSIP No. 128030202 Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 14, 2022

Dated

/s/ Jean Reed Adams

Signature

Jean Reed Adams

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

EX-99.3

Exhibit 3

	October 13, 2022
To:	Jean Reed Adams
	c/o Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
	One Eastover Center
	100 Vision Drive, Suite 400
	Jackson, MS 39211
	Attn: Tyler Ball
	Telephone: 601.351.8959
	Email: tball@bakerdonelson.com
From:	Bank of America, N.A.
	Bank of America Tower at One Bryant Park
	New York, NY 10036
Re:	Share Forward Transaction

Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“BofA”) and Jean Reed Adams (“Counterparty”) on the Trade Date specified below (the “Transaction”). The terms of the Transaction shall be set forth in this Confirmation. This Confirmation shall constitute a “Confirmation” as referred to in the Agreement (as defined below).

1.    This Confirmation is subject to, and incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern.

This Confirmation evidences a complete and binding agreement between BofA and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the ISDA 2002 Master Agreement as if BofA and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). The Transaction shall be the only Transaction under the Agreement.

All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern. The Transaction is a Share Forward Transaction within the meaning set forth in the Equity Definitions.

2.    The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:	October 13, 2022
Seller:	Counterparty
Buyer:	BofA
Issuer:	Cal-Maine Foods, Inc.
Shares:	The common stock of Issuer, par value USD 0.01 per share (Ticker Symbol: “CALM”).

Initial Number of Shares:	As provided in Annex A to this Confirmation.
Exchange:	The NASDAQ Global Select Market
Related Exchange(s):	All Exchanges
Calculation Agent:	Bank of America, N.A.
Upfront Fee:	Counterparty shall pay the Upfront Fee Amount to BofA on the date that falls one Currency Business Day following the Trade Date.
Upfront Fee Amount:	As provided in Annex A to this Confirmation.
Valuation Terms:
Averaging Dates:	Each of the consecutive Exchange Business Days commencing on, and including, the Exchange Business Day immediately following the Trade Date and ending on, and including, the Final Averaging Date.
Final Averaging Date:	The Scheduled Final Averaging Date; provided that BofA shall have the right, in its absolute discretion, to designate any prior Averaging Date to be the Final Averaging Date for all or part of the Transaction (an “Accelerated Final Averaging Date”) by delivering written notice to Counterparty no later than 8:00 P.M., New York City time, on the Averaging Date immediately following the Accelerated Final Averaging Date.
	In the case of any acceleration of the Final Averaging Date in part (a “Partial Acceleration”), BofA shall specify in its written notice to Counterparty accelerating the Final Averaging Date the corresponding percentage of the Transaction that is subject to valuation on the related Valuation Date, and Calculation Agent shall adjust the terms of the Transaction as it deems appropriate, in a commercially reasonable manner, in order to take into account the occurrence of such Partial Acceleration (including cumulative adjustments to take into account all Partial Accelerations that occur during the term of the Transaction).
Scheduled Final Averaging Date:	As provided in Annex A to this Confirmation.
Valuation Date:	The Final Averaging Date.
Applicable Number of Shares:	(i) The Initial Number of Shares multiplied by (ii) the Included Percentage.
Included Percentage:	(i) The number of Included Averaging Dates divided by (ii) the total number of Averaging Dates.
Included Averaging Dates:	Each Averaging Date during the Transaction on which the sum of (i) the VWAP Price and (ii) the Adjustment Amount is greater than or equal to the Limit Price.
Limit Price:	As provided in Annex A to this Confirmation.
Averaging Date Disruption:	Omission; provided that notwithstanding anything to the contrary in the Equity Definitions, if a Disrupted Day occurs on any Averaging Date, the Calculation Agent may, if appropriate in light of market conditions, regulatory considerations or otherwise, take any or all of the following actions: (i) adjust the Included Percentage as it determines appropriate to take into account such Disrupted Day (ii) make a Permitted Adjustment Amount Adjustment and/or (iii) determine that such Averaging Date is a Disrupted Day only in part, in which case the Calculation Agent shall (x) determine the VWAP

2

	Price for such Disrupted Day taking into account the nature and duration of such failure to open or Market Disruption Event, (y) determine the Settlement Price based on an appropriately weighted average reflecting such partially Disrupted Days instead of the arithmetic average described under “Settlement Price” below and (z) adjust the Included Percentage and any Permitted Adjustment Amount Adjustment as it determines appropriate to reflect such partially Disrupted Day. Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full. A “Permitted Adjustment Amount Adjustment” means that the Adjustment Amount is reduced by the following amount: (x) the then-current Adjustment Amount multiplied by (y) the number of Disrupted Days with respect to which such adjustment is being made divided by the total number of scheduled Averaging Dates.
Market Disruption Events:	Section 6.3(a) of the Equity Definitions is hereby amended (A) by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” in clause (ii) thereof, and (B) by replacing the words “or (iii) an Early Closure.” therein with “(iii) an Early Closure, or (iv) a Regulatory Disruption.”
	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
Regulatory Disruption:	Any event that BofA, in its reasonable discretion, determines makes it appropriate, with regard to any legal, regulatory or self-regulatory requirements or related policies and procedures (provided that such policies or procedures are related to legal, regulatory or self-regulatory issues, have been adopted by BofA in good faith and are generally applicable in similar situations and applied to the Transaction hereunder and similar transactions in a non-discriminatory manner), for BofA to refrain from or decrease any market activity in connection with the Transaction. BofA shall notify Counterparty as soon as reasonably practicable that a Regulatory Disruption has occurred and the Averaging Dates affected by it.
Settlement Terms:
Settlement Method:	Physical Settlement. On the Settlement Date, Counterparty shall deliver to BofA the Applicable Number of Shares pursuant to Article 9 of the Equity Definitions and, , BofA shall pay to Counterparty the Cash Settlement Amount, on a delivery versus payment basis.
Cash Settlement Amount:	An amount equal to the product of (i) the Applicable Number of Shares multiplied by (ii) the Settlement Price.
Settlement Date:	The date that falls one Settlement Cycle following the Final Averaging Date (or, if such date is not a Currency Business Day, the next following day that is both a Clearance System Business Day and a Currency Business Day).
Forward Price:	The amount equal to the sum of (i) the arithmetic average of the VWAP Prices for all Included Averaging Dates, subject to “Averaging Date Disruption” above, plus (ii) the Adjustment Amount.

3

VWAP Price:	For any Exchange Business Day, subject to “Averaging Date Disruption” above, the volume weighted average price per Share for such Exchange Business Day based on transactions executed during such Exchange Business Day, in respect of the period from the scheduled opening of the Exchange to the Scheduled Closing Time of the Exchange on such Exchange Business Day, as reported on Bloomberg Page “CALM US <Equity> AQR” (or any successor thereto) or, in the event such price is not so reported on such day for any reason or is manifestly incorrect, as reasonably determined by the Calculation Agent using a volume weighted method.
Adjustment Amount:	As provided in Annex A to this Confirmation.
Dividends:
Obligations with Respect to Relevant Cash Dividends:	If there occurs a Relevant Cash Dividend, then Counterparty shall make a cash payment to BofA, on the date the same is paid by Issuer to holders of Shares (whether before or after the Settlement Date), of an amount, as determined by the Calculation Agent, equal to the product of the number of Shares comprising BofA’s short “delta” hedge position in respect of the Transaction immediately prior to the open of business on the ex-dividend date for such Relevant Cash Dividend, and the amount per Share of such Relevant Cash Dividend (such amount to be 100% of the gross amount of such dividend before giving effect to any withholding or deduction).
Relevant Cash Dividend:	Any cash dividend or distribution on the Shares for which the ex-dividend date occurs from but excluding the Trade Date to and including the date on which Counterparty has satisfied all of its payment and delivery obligations hereunder in respect of the Settlement Date. For the avoidance of doubt, a Relevant Cash Dividend shall not constitute an Extraordinary Dividend.
Share Adjustments:
Method of Adjustment:	Calculation Agent Adjustment.
Limitation on Certain Adjustments:	Notwithstanding any provision of the Equity Definitions or this Confirmation to the contrary, no adjustment as a result of a Potential Adjustment Event (other than a Potential Adjustment Event described in Section 11.2(e)(i) or (ii)(A) of the Equity Definitions) or an Extraordinary Event shall increase the Initial Number of Shares. Notwithstanding any provision of the Equity Definitions or this Confirmation to the contrary, if the Calculation Agent determines that no such adjustment that it could make in accordance with the preceding sentence will produce a commercially reasonable result, then the Calculation Agent may notify the parties that the consequence of such event shall be the termination of the Transaction, in which case “Cancellation and Payment” will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 12.7 of the Equity Definitions.
Extraordinary Events:
Consequences of Merger Events:
(a)   Share-for-Share:	Modified Calculation Agent Adjustment

4

(b)   Share-for-Other:	Cancellation and Payment
(c)   Share-for-Combined:	Cancellation and Payment
Tender Offer:	Applicable.
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
Composition of Combined Consideration:	Not Applicable
Provisions applicable to Merger Events and Tender Offers:	The consequences set forth opposite “Consequences of Merger Events” and “Consequences of Tender Offers” above shall apply regardless of whether a particular Merger Event or Tender Offer relates to an Announcement Date for which an adjustment has been made pursuant to Section 11 below, without duplication of any such adjustment.
New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety (including the word “and” following such clause (i)) and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”.
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 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); 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 thereafter be deemed to be the Exchange.
Additional Disruption Events:
Change in Law:	Applicable
Failure to Deliver:	Applicable
Insolvency Filing:	Applicable
Hedging Disruption:	Inapplicable
Increased Cost of Hedging:	Inapplicable
Loss of Stock Borrow:	Applicable
Maximum Stock Loan Rate:	200 basis points per annum
Increased Cost of Stock Borrow:	Applicable.
Initial Stock Loan Rate:	25 basis points per annum
Hedging Party:	For all applicable Potential Adjustment Events and Extraordinary Events, BofA.

5

Determining Party:	For all Extraordinary Events, BofA.
Non-Reliance:	Applicable
Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable

3.    Account Details:

(a) Account for payments to Counterparty: As provided in Annex B to this Confirmation.

(b) Account for delivery of shares to BofA: As provided in Annex B to this Confirmation.

4.    Offices:

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

(b) The Office of BofA for the Transaction is: New York

5.    Notices: For purposes of this Confirmation:

(a) Address for notices or communications to Counterparty:

Jean Reed Adams

c/o Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

One Eastover Center

100 Vision Drive, Suite 400

Jackson, MS 39211

Attn: Tyler Ball

Telephone: 601.351.8959

Email: tball@bakerdonelson.com

(b) Address for notices or communications to BofA:

Bank of America, N.A.

Bank of America Tower at One Bryant Park

New York, NY 10036

Attn: Rohan Handa

Telephone: 646-855-8654

Email: rohan.handa@bofa.com

6.    Additional Provisions Relating to Transactions in the Shares.

(a)    It is the intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(A) and (B) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c), and Counterparty shall not take any action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Counterparty acknowledges and agrees that (A) Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether BofA effects any sales of Shares in connection with the Transaction, (B) during the period beginning on (and including) the date of this Confirmation and ending on (and including) the Final Averaging Date, Counterparty shall not, directly or indirectly, communicate any information regarding Counterparty or the Shares to any employee of BofA or its Affiliates responsible for trading the Shares in connection with the transactions contemplated hereby, (C) Counterparty is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act and (D) Counterparty will not alter or deviate from this Confirmation or enter into or alter a corresponding hedging transaction with respect to the Shares. Counterparty also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification,

6

waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Counterparty is aware of any material nonpublic information regarding Issuer or the Shares.

7.    Conditions.

(a)    Credit Support Documents. As a condition to the effectiveness of this Confirmation, the parties hereto shall enter into a Pledge Agreement (as hereafter amended, modified, supplemented, replaced or amended and restated, the “Pledge Agreement”) on the Trade Date granting, on the terms set forth therein, a first priority security interest to BofA in a number of Shares at least equal to the Initial Number of Shares (the “Collateral Shares”), and Counterparty shall have pledged and delivered to BofA in the manner and by the time specified in the Pledge Agreement the Collateral Shares as security for Counterparty’s obligations hereunder, under the Agreement and under the Pledge Agreement, all as provided in the Pledge Agreement, and Counterparty shall provide BofA with evidence reasonably satisfactory to BofA of its instruction to its custodian to deliver such number of Shares to the Collateral Account (as defined in the Pledge Agreement, and such instruction, the “Transfer Instruction”). It shall be an immediate Event of Default under the Agreement if Counterparty fails to pledge and deliver to BofA in the manner and by the time specified in the Pledge Agreement the Collateral Shares as security for Counterparty’s obligations hereunder, under the Agreement and under the Pledge Agreement, all as provided in the Pledge Agreement. The Pledge Agreement shall be a Credit Support Document hereunder and under the Agreement with respect to Counterparty.

(b)    Conditions to BofA’s Payment Obligation. The obligations of BofA hereunder are subject to the satisfaction of the following conditions:

(i) The representations and warranties of Counterparty contained in Section 8 below, in the Agreement (including as may be modified herein) and in the Pledge Agreement being true and correct in all material respects as of the Trade Date.

(ii) Counterparty shall have performed in all material respects all of the covenants and obligations to be performed by it hereunder, under the Agreement (including as may be modified herein) and under the Pledge Agreement on or prior to such Settlement Date.

(iii) BofA shall have received opinions of counsel to Counterparty, in form and substance reasonably satisfactory to BofA.

8.    Representations, Warranties and Agreements.

(a)    In addition to the representations, warranties and agreements in the Agreement and those contained elsewhere herein, Counterparty represents and warrants to and for the benefit of, and agrees with, BofA as follows:

(i)    As of the Trade Date, Counterparty is not aware of any material nonpublic information regarding Issuer or the Shares.

(ii)    Neither the Transaction nor any related sales of Shares contemplated herein violate or are prohibited or limited by any law, rule, regulatory or contractual restriction (including any lock-up or rights agreements between Counterparty and Issuer) or undertaking binding on Counterparty.

(iii)    Counterparty is not entering into this Confirmation 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) or otherwise in violation of the Exchange Act, and will not engage in any other securities or derivative transaction to such ends.

(iv)    The Collateral Shares delivered to BofA and the Shares delivered in settlement of each Transaction have never been, are not and will not be subject to the rules of any community property state.

7

(v)    On the Trade Date and the Settlement Date, Counterparty is not, or will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

(vi)    [Reserved]

(vii)    Counterparty understands no obligations of BofA to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of BofA or any governmental agency.

(viii)    Counterparty is (i) an individual U.S. resident for U.S. federal income tax purposes and (ii) a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for U.S. federal income tax purposes.

(ix)    As of the date of this Confirmation, and as of the Trade Date hereunder, Counterparty has not entered into any outstanding agreement with respect to the sale of Shares (including, without limitation, by means of a derivative instrument, whether cash settled or otherwise), with any broker or dealer other than BofA or its affiliates, and other than under this Confirmation, and Counterparty covenants and agrees that it will not enter into any other agreement with respect to the sale of Shares (including, without limitation, by means of a derivative instrument, whether cash settled or otherwise) prior to the Final Averaging Date.

(x)    Counterparty is and will be materially in compliance with its applicable reporting obligations under Section 16, Section 13(d) and Section 13(g) of the Exchange Act, and Counterparty will provide BofA with a copy of any report filed thereunder in respect of the Transaction promptly upon filing thereof.

(xi)    Counterparty has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales of Shares that BofA or an affiliate of BofA effects in establishing BofA’s hedge position with respect to the Transaction.

(xii)    Counterparty (A) agrees that it shall notify BofA immediately of its intention to (i) purchase Shares or any other equity security of Issuer in an amount that would cause Counterparty to become the beneficial owner, directly or indirectly (including as the result of aggregation with any other person or through any “group” within the meaning of Section 13 of the Exchange Act of which Counterparty is part), of more than 8.0% of the outstanding shares of any equity security of Issuer, or (ii) accept a position as an officer or director of Issuer, and (C) is not, and agrees that it shall notify BofA immediately of its intention to take any action that could reasonably be expected to result in Counterparty becoming, (i) an “insider” within the meaning of Section 16 of the Exchange Act or (ii) an “affiliate” within the meaning of Section 101 of Title 11 of the Bankruptcy Code, of the Issuer. Counterparty shall not take any such action unless a period of thirty (30) calendar days shall have elapsed after receipt of such notice by BofA and BofA shall not have objected in writing to such action during such period.

(xiii)    Counterparty does not know or have any reason to believe that Issuer has not complied with the reporting requirements set forth in Rule 144(c)(1) under the Securities Act.

(xiv)    Counterparty is not subject to any corporate policy of Issuer or other rules or regulations of Issuer applicable to Issuer’s affiliates, including, but not limited to, Issuer’s window period policy, other than pursuant to the ARCS.

(xv)    From the date three months prior to the Trade Date, neither Counterparty nor any person who would be considered to be the same “person” (as such term is used in Rule 144(a)(2) under the Securities Act) as Counterparty has sold or loaned any Shares or hedged (through swaps, options, short sales or otherwise) any long position in the Shares. For the purposes of this paragraph, Shares shall be deemed to include securities convertible into or exchangeable or exercisable for Shares.

8

(xvi)    Counterparty has, on or prior to the Trade Date, transmitted for filing with the Securities and Exchange Commission (the “SEC”) a Form 144 with respect to the Transaction, and will file any amendments thereto necessary pursuant to Rule 144 or any related interpretations of the SEC. Counterparty promptly will provide BofA with a copy of all such filings.

(xvii)    The parties intend that this Confirmation constitute a “contract” as described in both the letter dated December 14, 1999 submitted by Robert W. Reeder and Alan L. Beller to Michael Hyatte of the SEC staff (the “Staff”) to which the Staff responded in an interpretive letter dated December 20, 1999 and the letter dated November 30, 2011 submitted by Robert T. Plesnarski and Glen A. Rae to the Thomas Kim of the Staff to which the Staff responded in an interpretive letter dated December 1, 2011 (the “Interpretive Letters”)

(xviii)    Counterparty’s holding period with respect to such Shares (calculated in accordance with Rule 144(d) under the Securities Act) commenced, more than one (1) year prior to the Trade Date.

(xix)    Issuer is not, and has not been at any time previously, an issuer described in Rule 144(i)(1) of the Securities Act, such as a special purpose acquisition company (SPAC) or blank-check company.

(xx)     Counterparty has obtained all consents, waivers, approvals, authorizations or orders (the “Approvals”) required to be obtained, and made all filings required to be made, by Counterparty, including, without limitation, all Approvals and filings required to be obtained or made under that certain Agreement Regarding Common Stock, dated July 20, 2018 by and among Counterparty, Issuer, and certain other parties thereto (the “ARCS”), for the authorization, execution and delivery of the Agreement, this Confirmation and the Pledge Agreement, and the consummation by Counterparty of the Transaction and the transactions contemplated hereby and thereby (including any exercise of remedies with respect to any Collateral to the extent permitted under the Pledge Agreement).

(xxi)    Counterparty is a “qualified investor” within the meaning of Section 3(a)(54) of the Exchange Act.

(b)    BofA represents and warrants to Counterparty that BoA is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the “CEA”), by virtue of being a corporation, partnership, proprietorship, organization, trust or other entity that has total assets exceeding $10,000,000. Counterparty represents and warrants to BofA that Counterparty is an “eligible contract participant” as defined in Section 1a(18) of the CEA by virtue of being an individual who has amounts invested on a discretionary basis in excess of $10,000,000.

(c)    Each party acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) thereof. Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, and (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws.

(d)    Counterparty agrees and acknowledges that BofA is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge that it is the intent of the parties that (A) this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a

9

“payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and (B) BofA is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e), 546(g), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.

(e) (i) BofA (or its affiliate) shall sell a number of Shares equal to the Applicable Number of Shares in accordance with the requirements of the Interpretive Letters (including without limitation in compliance with the “manner of sale” requirements of paragraphs (f) and (g) of Rule 144); and

(ii) the aggregate number of Shares sold by BofA or its affiliate(s) on any day in connection with this Transaction, together with all sales of Shares by BofA or its affiliate(s) within the three months preceding such day in connection with the Transaction (in each case other than any sales made by BofA or its affiliate(s) in connection with dynamic hedge adjustments of BofA’s exposure to the Transaction as a result of any equity optionality contained in the Transaction), will not exceed the Applicable Number of Shares;

9.    Additional Termination Events.

Each of the following shall be an Additional Termination Event with respect to which Counterparty is the sole Affected Party:

(a)    Counterparty shall have become a target of or a defendant in any investigation, proceeding or action relating to, or shall be indicted for, or shall be convicted of, or plead guilty or plead nolo contendere to (i) any felony or (ii) any other crime relating to securities transactions or investment management or involving fraud or breach of trust;

(b)    Counterparty shall have become subject to any regulatory or administrative investigation, proceeding, action or sanction of or by any Governmental Authority (as defined below), which, in any such case, is reasonably likely to have a material adverse effect on Counterparty. For purposes of this paragraph, the term “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; or

(c)    Counterparty (i) dies, (ii) is declared by a court of competent jurisdiction to be incompetent due to a physical, mental or emotional condition resulting from injury, sickness, disease or other cause (notwithstanding the appointment of a guardian, conservator or other legal representative for Counterparty) or (iii) becomes unable to act in a prudent, timely and effective manner as a consequence of any accident, physical or mental condition (whether organic or psychological) or other similar cause, for an indefinite period of time (notwithstanding the appointment of a guardian, conservator or other legal representative for Counterparty), as determined by the Calculation Agent.

10.    Agreements and Acknowledgements Regarding Hedging.

Counterparty acknowledges and agrees that:

(a)    On any Averaging Date, BofA and its Affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to adjust its hedge position with respect to the Transaction;

(b)    BofA and its Affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the Transaction;

(c)    BofA shall make its own determination as to whether, when or in what manner any hedging or market activities in Issuer’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Settlement Price and/or the VWAP Price, subject to compliance with applicable laws; and

10

(d)    Any market activities of BofA and its Affiliates with respect to Shares may affect the market price and volatility of Shares, as well as the Settlement Price and/or the VWAP Price, each in a manner that may be adverse to Counterparty.

11.    Special Provisions regarding Transaction Announcements.

(a)    If a Transaction Announcement occurs on or prior to the Settlement Date, then the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any of the other terms of the Transaction (including without limitation, the Settlement Price) as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of the Transaction Announcement.

(b)    “Transaction Announcement” means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Issuer or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding to enter into an Acquisition Transaction, (iii) the announcement of an intention to solicit or enter into an Acquisition Transaction, or (iv) any other announcement that in the reasonable judgment of the Calculation Agent is likely to result in an Acquisition Transaction. For the avoidance of doubt, announcements as used in this definition of Transaction Announcement refer to any public announcement whether made by Issuer or a third party.

“Acquisition Transaction” means (i) any Merger Event (and for purposes of this definition the definition of Merger Event shall be read with the references therein to “100%” being replaced by “15%” and to “50%” by “85%” and as if the clause beginning immediately following the definition of Reverse Merger therein to the end of such definition were deleted) or Tender Offer, or any other transaction involving the merger of Issuer with or into any third party, (ii) the sale or transfer of all or substantially all of the assets of Issuer, (iii) a recapitalization, reclassification, binding share exchange or other similar transaction, (iv) any acquisition, lease, exchange, transfer, disposition (including by way of spin-off or distribution) of assets (including any capital stock or other ownership interests in subsidiaries) or other similar event by Issuer or any of its subsidiaries where the aggregate consideration transferable or receivable by or to Issuer or its subsidiaries exceeds 25% of the market capitalization of Issuer and (v) any transaction in which Issuer or its board of directors has a legal obligation to make a recommendation to its shareholders in respect of such transaction (whether pursuant to Rule 14e-2 under the Exchange Act or otherwise).

12.    Other Provisions.

(a)    Indemnification. In the event that BofA or the Calculation Agent or any of their Affiliates becomes involved in any capacity in any action, proceeding or investigation brought by or against any person in connection with any matter referred to in this Confirmation, Counterparty shall reimburse BofA or the Calculation Agent or such Affiliate for its reasonable legal and other out-of-pocket expenses (including the cost of any investigation and preparation) incurred in connection therewith within 30 days of receipt of notice of such expenses, and shall indemnify and hold BofA or the Calculation Agent or such Affiliate harmless on an after-tax basis against any losses, claims, damages or liabilities to which BofA or the Calculation Agent or such Affiliate may become subject in connection with any such action, proceeding or investigation; provided that such reimbursement shall not be required in the event any such losses, claims, damages or liabilities arise as a result of a breach by BofA or the Calculation Agent or any such Affiliate of any of its covenants or obligations hereunder, or a violation of applicable law by, or gross negligence, willful misconduct or bad faith of, BofA, the Calculation Agent or such Affiliate. If for any reason the foregoing indemnification is unavailable to BofA or the Calculation Agent or such Affiliate or insufficient to hold it harmless, then Counterparty shall contribute to the amount paid or payable by BofA or the Calculation Agent or such Affiliate as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by Counterparty on the one hand and BofA or the Calculation Agent or such Affiliate on the other hand in the matters contemplated by this Confirmation or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by Counterparty on the one hand and BofA or the Calculation Agent or such Affiliate on the other hand in the matters contemplated by this Confirmation but also the relative fault of Counterparty and BofA or the Calculation Agent or such Affiliate with respect to such losses, claims, damages or liabilities and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of Counterparty under this Section 12(a) shall be in addition to any liability that Counterparty may otherwise have, shall extend upon the same terms and conditions to the partners, directors, officers, agents, employees and controlling persons (if any), as the case may be, of BofA or the Calculation Agent and their Affiliates and shall be binding upon and inure to the benefit of any

11

successors, assigns, heirs and personal representatives of Counterparty, BofA or the Calculation Agent, any such Affiliate and any such person. Counterparty also agrees that neither BofA, the Calculation Agent nor any of such Affiliates, partners, directors, officers, agents, employees or controlling persons shall have any liability to Counterparty for or in connection with any matter referred to in this Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from the gross negligence, willful misconduct or bad faith, or violation of applicable law of BofA or the Calculation Agent or a breach by BofA or the Calculation Agent of any of its covenants or obligations hereunder. The foregoing provisions shall survive any termination or completion of the Transaction.

(b)    Adjustments. For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the terms of this Confirmation or the Definitions to take into account the effect of an event, the Calculation Agent shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.

(c)    Transfer and Assignment. BofA may transfer or assign, without the prior consent of Counterparty, its rights and obligations hereunder and under the Agreement, in whole or in part, to (i) any of its Affiliates or (ii) any entities sponsored or organized by, or on behalf of or for the benefit of, BofA, in each case, (1) that has a long-term issuer rating that is equal to or better than BofA’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by BofA generally for similar transactions, by BofA or BofA’s ultimate parent; provided that (A) Counterparty will not, as a result of such transfer or assignment, be required to pay to such entity on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount which Counterparty would have been required to pay to BofA in the absence of such transfer or assignment and BofA will cause the transferee to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine its withholding obligations; (B) Counterparty will not, as a result of such transfer or assignment, receive from BofA on any payment date a payment from which an amount has been withheld or deducted on account of taxes in excess of that which BofA would have been required to so withhold or deduct in the absence of such transfer or assignment, unless such entity agrees to make additional payments such that Counterparty receives the same amount as it would have received from BofA; (C) any such transfer or assignment does not otherwise have any material adverse tax implications for Counterparty or (D) such transfer or assignment does not impose on Counterparty any regulatory requirements that were not applicable prior to such transfer or assignment.

(d)    Amendments to Equity Definitions. The following amendments shall be made to the Equity Definitions:

(i)    Section 11.2(a) of the Equity Definitions is hereby amended by deleting the words “a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “a material economic effect on the relevant Transaction”;

(ii)    The first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof, is hereby amended to read as follows: “(c) If “Calculation Agent Adjustment” is specified as the Method of Adjustment in the related Confirmation of a Share Option Transaction or Share Forward Transaction, then following the announcement or occurrence of any Potential Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment Event has a material economic effect on the Transaction and, if so, will (i) make appropriate adjustment(s), if any, to any one or more of:” and the portion of such sentence immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or concentrative” and the words “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words “(and, for the avoidance of doubt, adjustments may be made to account solely for changes in volatility, stock loan rate or liquidity relative to the relevant Shares)”;

(iii)    Section 11.2(e)(vii) of the Equity Definitions is hereby amended by deleting the words “diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “material economic effect on the relevant Transaction”;

12

(iv)    Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (1) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (2) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) at BofA’s option, the occurrence of any of the events specified in Section 5(a)(vii) (1) through (9) of the ISDA Master Agreement with respect to that issuer”;

(v)    Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (A) deleting (I) subsection (A) in its entirety, (II) the phrase “or (B)” following subsection (A) and (III) the phrase “in each case” in subsection (B); and (B) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence; and

(vi)    Section 12.9(b)(v) of the Equity Definitions is hereby amended by (A) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (B) deleting subsection (C) in its entirety and deleting the word “or” immediately preceding subsection (C); (C) inserting after the phrase “If such notice is not given” in the third sentence thereof the words “or the Non-Hedging Party has not elected an alternative specified in clause (A) or (B) above”; (D) replacing in the penultimate sentence the words “either party” with “the Hedging Party”; and (E) deleting clause (X) and the words “or (Y)” in the final sentence.

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

(f)    Designation by BofA. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing BofA to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, BofA (the “Designator”) may designate any of its Affiliates (the “Designee”) to deliver or take delivery, as the case may be, and otherwise perform its obligations to deliver, if any, or take delivery of, as the case may be, any such Shares or other securities in respect of the Transaction, and the Designee may assume such obligations, if any. Such designation shall not relieve the Designator of any of its obligations, if any, hereunder. Notwithstanding the previous sentence, if the Designee shall have performed the obligations, if any, of the Designator hereunder, then the Designator shall be discharged of its obligations, if any, to Counterparty to the extent of such performance.

(g)    Termination Currency. The Termination Currency shall be USD.

(h)    Wall Street Transparency and Accountability Act of 2010. The parties hereby agree that none of (i) Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “WSTAA”), (ii) any similar legal certainty provision included in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (iii) the enactment of the WSTAA or any regulation under the WSTAA, (iv) any requirement under the WSTAA or (v) any amendment made by the WSTAA shall limit or otherwise impair either party’s right to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased cost, regulatory change or similar event under this Confirmation, the Equity Definitions or the Agreement (including, but not limited to, any right arising from any Change in Law, Loss of Stock Borrow, Increased Cost of Stock Borrow or Illegality).

(i)    Tax Matters.

(i) Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Tax” and “Indemnifiable Tax”, each as defined in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.

13

(ii) Tax documentation. Counterparty shall provide to BofA a valid U.S. Internal Revenue Service Form W-9, or any successor thereto, (i) on or before the date of execution of this Confirmation, (ii) promptly upon reasonable demand by BofA, and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become obsolete, invalid or incorrect. Additionally, Counterparty shall, promptly upon request by BofA, provide such other tax forms and documents requested by BofA.

(iii) HIRE Act. To the extent that either party to the Agreement with respect to the Transaction is not an adhering party to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded from time to time (the “871(m) Protocol”), the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement with respect to the Transaction as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments to the Agreement with respect to the Transaction, references to “each Covered Master Agreement” in the 871(m) Protocol will be deemed to be references to the Agreement with respect to the Transaction, and references to the “Implementation Date” in the 871(m) Protocol will be deemed to be references to the Trade Date of the Transaction.

(iv) Tax Representations.

(A) For purposes of Section 3(f) of the Agreement, Counterparty represents that she is an individual U.S. resident for U.S. federal income tax purposes and a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes

(B) For purposes of Section 3(f) of the Agreement, BofA represents that:

a. It is a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes; and

b. It is a national banking association organized and existing under the laws of the United States of America, and is an exempt recipient under Section 1.6049- 4(c)(1)(ii) of the United States Treasury Regulations.

(v)    Section 2(b) of the Agreement is hereby amended by the addition of the following after the word “delivery” in the first line thereof: “to another account in the same legal and tax jurisdiction”.

(j)     U.S. Resolution Stay. The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of this Confirmation, and for such purposes this Confirmation shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as “Regulated Entity” and/or “Adhering Party” as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of this Agreement and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA

14

U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Confirmation, and for such purposes this Confirmation shall be deemed a “Covered Agreement,” BofA shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the event that, after the date of this Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies between this Confirmation and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to BofA replaced by references to the covered affiliate support provider. “QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

(k)    Amendments with respect to the Agreement. Section 3(a)(v) of the Agreement is hereby amended by inserting the words “against Counterparty and his or her heirs, distributees, executors, administrators, guardian, conservator, successors and assigns” between the word “enforceable” and the words “in accordance with their respective terms” therein.

(l)    Waiver of Trial by Jury. EACH OF COUNTERPARTY AND BOFA HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BOFA OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

(m)    Governing Law; Jurisdiction. THIS CONFIRMATION AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

[Signature Page Follows]

15

Please confirm your agreement to be bound by the terms stated herein by executing the copy of this Confirmation enclosed for that purpose and returning it to us by email or facsimile transmission to the address for Notices indicated above.

Yours sincerely,
BANK OF AMERICA, N.A.
By:	/s/ Rohan Handa
Name:	Rohan Handa
Title:	Managing Director

[Signature Page Follows.]

[Signature Page to Confirmation]

Confirmed as of the date first above written:
By:	/s/ Jean Reed Adams
Name:	Jean Reed Adams

[Signature Page to Confirmation]

ANNEX A

Initial Number of Shares:	[*]
Scheduled Final Averaging Date:	[*]
Upfront Fee Amount:	[*]
Limit Price:	[*]
Adjustment Amount:	[*]

A-1

ANNEX B

Account for payments to Counterparty:

Address:	[*]
ABA Routing No.:	[*]
Beneficiary:	[*]
Account No.:	[*]

For further credit to:

Account Name:	[*]
Account Number:	[*]

Account for delivery of shares to BofA: [*]

B-1

EX-99.4

Exhibit 4

Execution

PLEDGE AGREEMENT

SHARE FORWARD TRANSACTION

TABLE OF CONTENTS

SECTION 1.	Definitions
SECTION 2.	The Security Interests
SECTION 3.	Representations and Warranties of Pledgor
SECTION 4.	Certain Covenants of Pledgor
SECTION 5.	Administration of the Collateral
SECTION 6.	Income and Voting Rights in Collateral
SECTION 7.	Remedies upon Event of Default
SECTION 8.	Netting and Set-off
SECTION 9.	Miscellaneous
SECTION 10.	Termination of Pledge Agreement

THIS AGREEMENT is made as of the date stated on the signature page hereof among the counterparty named on the signature page hereof (“Pledgor”), BANK OF AMERICA, N.A. (in its capacity as counterparty and secured party, “Secured Party”) and BOFA SECURITIES, INC. (in its capacity as custodian, “Custodian”).

WHEREAS, pursuant to the Share Forward Transaction Confirmation dated as of the date hereof between Pledgor and Secured Party (as amended from time to time, the “Confirmation” and, together with the Agreement (as defined therein), the “Transaction Agreement”), Pledgor has agreed to sell and Secured Party has agreed to purchase Shares of the Issuer, both as defined therein, subject to the terms and conditions of the Transaction Agreement;

WHEREAS, it is a condition to the effectiveness of the Confirmation that Pledgor and Secured Party enter into this Agreement and that Pledgor grant the pledge provided for herein;

NOW, THEREFORE, in consideration of their mutual covenants contained herein and to secure the full and punctual observance and performance by Pledgor of all Secured Obligations (as defined herein), the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:

SECTION 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Confirmation. As used herein, the following words and phrases shall have the following meanings:

“Additions and Substitutions” has the meaning provided in Section 2(a).

“Collateral” has the meaning provided in Section 2(a).

“Collateral Account” has the meaning provided in Section 5(b).

“Collateral Event of Default” means, at any time, the occurrence of either of the following: (i) failure of the Collateral to include, as Eligible Collateral, at least the Maximum Deliverable Number of Shares or (ii) failure at any time of the Security Interests to constitute valid and perfected security interests in all of the Collateral, subject to no Lien other than the Security Interests and the Permitted Transfer Restrictions, and, with respect to any Collateral consisting of securities or security entitlements (each as defined in Section 8-102 of the UCC), as to which Secured Party has Control, or, in each case, assertion of such by Pledgor in writing.

“Control” means “control” as defined in Section 8-106 and Section 9-106 of the UCC.

“Default Event” means (i) any Event of Default with respect to Pledgor, (ii) any Termination Event with respect to which Pledgor is the Affected Party or an Affected Party, or (iii) an Extraordinary Event that results in an obligation of Pledgor to pay an amount pursuant to Section 12.7 or 12.9 of the Equity Definitions. .

“Eligible Collateral” means Shares or other Collateral acceptable to Secured Party in its sole discretion, provided that Pledgor has good and marketable title thereto, free of all Liens (other than the Security Interests and Permitted Transfer Restrictions) and Transfer Restrictions (other than Permitted Transfer Restrictions) and that Secured Party has a valid, first priority perfected security interest therein, a first lien thereon and, if applicable, Control with respect thereto.

“Lien” means any lien, mortgage, security interest, pledge, charge or encumbrance of any kind.

“Location” means, with respect to any party, the place such party is located within the meaning of Section 9-307 of the UCC.

“Maximum Deliverable Number” means, on any date, a number of Shares or security entitlements in respect thereof equal to the Initial Number of Shares.

“Permitted Transfer Restriction” means (i) any limitation, requirement, condition, qualification or other form of restriction applicable to the Collateral arising under the ARCS, but only to the extent that the Approvals with respect to the ARCS have been obtained and (ii) any restriction under the Securities Act or regulations thereunder arising out of any status of Counterparty as an “affiliate” of the Issuer to the extent that Secured Party has not completed its sale of the Number of Shares pursuant to the Confirmation or upon the return of any Pledged Items to Pledgor.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Pledged Items” means, as of any date, any and all securities (or security entitlements in respect thereof) and instruments, cash or other assets delivered by Pledgor or otherwise received by or on behalf of Secured Party to be held by or on behalf of Secured Party under this Agreement as Collateral.

“Secured Obligations” means, at any time, any and all obligations, covenants and agreements of any kind whatsoever of Pledgor to Secured Party under the Transaction Agreement and this Agreement, whether with respect to the payment of money, delivery of securities or other instruments or property or otherwise, whether now in existence or hereafter arising.

“Security Interests” means the security interests in the Collateral created hereby.

“Transfer Restrictions” means, with respect to any property or item of Collateral (including, in the case of securities, security entitlements in respect thereof), any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such property or item of Collateral or to enforce the provisions thereof or of any document related thereto whether set forth in such property or item of Collateral itself or in any document related thereto, including, without limitation, (i) any requirement that any pledge, sale, assignment, transfer or enforcement of such property or item of Collateral be consented to or approved by any Person, including,

without limitation, the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such property or item of Collateral, (iii) any requirement of the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document of any Person to the issuer of, any other obligor on or any registrar or transfer agent for, such property or item of Collateral, prior to the sale, pledge, assignment or other transfer or enforcement of such property or item of Collateral, (iv) any registration or qualification requirement or prospectus delivery requirement for such property or item of Collateral pursuant to any federal, state or foreign securities law (including, without limitation, any such requirement arising under the Securities Act) and (v) any legend or other notification appearing on any certificate representing such property or item of Collateral to the effect that any such condition or restriction exists; provided, however, that the required delivery of any assignment, stock power, instruction or entitlement order from Pledgor or any pledgor, assignor or transferor of such property or item of Collateral, together with any evidence of the corporate or other authority of the Person executing or delivering such assignment, stock power, instruction or entitlement order, shall not constitute a “Transfer Restriction”.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

SECTION 2. The Security Interests. In order to secure the full and punctual observance and performance by Pledgor of all Secured Obligations:

(a)     Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, a first priority security interest in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor’s right, title and interest in and to (i) the Pledged Items described in paragraph (b); (ii) the Collateral Shares identified in the Transfer Instruction; (iii) all additions to and substitutions for such Pledged

2

Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a) or 5(b)) (such additions and substitutions, the “Additions and Substitutions”); (iv) all interest, income, proceeds, distributions and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Pledged Items or the Additions and Substitutions (including, without limitation, any shares of capital stock issued by any issuer in respect of any Shares or other securities constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Shares or other securities constituting Collateral, or into which any such Shares or other securities are converted, in connection with any Merger Event or otherwise); (v) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (vi) all powers and rights now owned or hereafter acquired under or with respect to the Pledged Items or the Additions and Substitutions, and any security entitlements in respect of any of the foregoing (such Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account, assets held therein or credited thereto and security entitlements being herein collectively called the “Collateral”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement.

(b)     On or prior to the Clearance System Business Day following the Trade Date, Pledgor shall deliver to Secured Party in the manner described in Section 5(b) in pledge hereunder Eligible Collateral consisting of a number of Shares equal to the Maximum Deliverable Number on such Trade Date.

(c)     In the event that the Issuer at any time issues to Pledgor in respect of any Shares constituting Collateral hereunder any additional or substitute shares of capital stock of any class (or any security entitlements in respect thereof) or any other item constituting Collateral, Pledgor shall immediately deliver to Secured Party in accordance with Section 5(b) all such shares and security entitlements or other items to be held as Collateral hereunder.

(d)     The Security Interests are granted as security only and shall not subject Secured Party to, or transfer to Secured Party or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection with the Transaction Agreement.

(e)    The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC).

SECTION 3. Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Secured Party, on the Trade Date and on each date thereafter on which Pledgor delivers or Secured Party otherwise receives Collateral, that:

(a)    Pledgor (i) owns (solely, and not jointly with any other Person, unless any such other Person has executed this Agreement) and, at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will so own the Collateral free and clear of any Liens (other than the Security Interests and Permitted Transfer Restrictions) or Transfer Restrictions (other than Permitted Transfer Restrictions) and (ii) is not and will not become a party to or otherwise be bound by any agreement, other than this Agreement, that (x) restricts in any manner the rights of any present or future owner of Collateral with respect thereto other than any Permitted Transfer Restrictions on the Collateral or (y) provides any Person other than Pledgor, Secured Party or any securities intermediary through whom any Collateral is held (but, in the case of any such securities intermediary, only in respect of Collateral held through it) with Control with respect to any such Collateral.

(b)    Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of the Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien, security interest or other encumbrance of any kind on such Collateral.

3

(c)     All securities at any time pledged hereunder (or in respect of which security entitlements are pledged hereunder) are and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia; provided that this representation shall not be deemed to be breached if, at any time, any such securities are issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia and the parties hereto agree to procedures or amendments hereto necessary to enable Secured Party to maintain a valid and continuously perfected Security Interest in such Collateral, in respect of which Secured Party will have Control, subject to no Lien other than the Security Interests. The parties hereto agree to negotiate in good faith any such procedures or amendments.

(d)     Upon (i) in the case of Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC), (A)(1) if such investment property consists of certificated Shares or other certificated securities, the delivery of certificates evidencing such investment property to Secured Party in accordance with Section 5(b)(i), (2) if such investment property consists of security entitlements in respect of Shares or other securities held through a securities intermediary, the delivery of such Shares or other securities to Secured Party in accordance with Section 5(b)(ii) or (3) if such investment property consists of uncertificated Shares or other uncertificated securities, the delivery of such investment property to Secured Party in accordance with Section 5(b)(iii) and (B) in each case, the crediting of such investment property to the Collateral Account, (ii) in the case of Collateral consisting of cash, the crediting of such cash as a financial asset to the Collateral Account in accordance with Section 5(b)(iv), or (iii) in the case of Collateral not consisting of investment property or cash, the filing of a UCC-1 financing statement in the form of Exhibit A hereto against Pledgor in the appropriate office in the location listed on Schedule 1, Secured Party will have, in each case, a valid and perfected Security Interest in such Collateral, in respect of which Secured Party will have (in the case of Collateral described in clauses (i) and (ii) hereof ) Control, subject to no Lien other than the Security Interests and Permitted Transfer Restrictions.

(e)     No registration, recordation or filing with any governmental body, agency or official is required in connection with the execution and delivery of this Agreement or the Transaction Agreement or necessary for the validity or enforceability hereof or thereof or for the perfection or enforcement of the

Security Interests, except for the filing of a UCC financing statement in the form of Exhibit A hereto in the appropriate office against Pledgor in the location listed on Schedule 1 hereto with respect to any Collateral in which a security interest may not be perfected by Control under the UCC.

(f)     Pledgor has not performed and will not perform any acts that might prevent Secured Party from enforcing any of the terms of this Agreement or that might limit Secured Party in any such enforcement.

(g)    The Location of Pledgor is the address specified on the signature page hereof.

(h)    There is not pending or, to Pledgor’s knowledge, threatened against Pledgor any action, suit or proceeding before any court, tribunal, governmental body, agency or official or any arbitrator that could be reasonably expected to affect the legality, validity or enforceability against Pledgor of this Agreement or Pledgor’s ability to perform Pledgor’s obligations under this Agreement.

SECTION 4. Certain Covenants of Pledgor. Pledgor agrees that, so long as any Secured Obligations remain outstanding:

(a)     Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Collateral in the manner described in Section 5(b) as necessary to cause such requirement to be met.

(b)     Pledgor shall, at the expense of Pledgor and in such manner and form as Secured Party may require, give, execute, deliver, file and record any financing statement, notice, instrument, document, undated stock or bond powers or other instruments of transfer, agreement or other papers that may in Secured Party’s reasonable determination be necessary or desirable in order (i) to create, preserve, perfect, substantiate or validate any Security Interest granted pursuant hereto, (ii) to create or maintain Control with respect to any such Security Interests in the Collateral or any part thereof as to which a security interest may be perfected by Control under the UCC or (iii) to enable Secured Party to exercise and enforce its rights hereunder with respect to such Security Interest, including, without limitation, executing and delivering or causing the execution and delivery of a control agreement in form and substance satisfactory to Secured Party with respect to the Collateral Account and/or, to the extent that any Collateral (other than

4

cash or cash equivalents) is not held through The Depository Trust Company or another clearing corporation, causing any or all of the Collateral to be transferred of record into the name of Secured Party or its nominee, or (if such asset is a “financial asset” within the meaning of Article 8 of the UCC) the name of Custodian with a simultaneous credit to the Collateral Account. To the extent permitted by applicable law, Pledgor hereby authorizes Secured Party to execute and file, in the name of Pledgor or otherwise, UCC financing or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that Secured Party in its reasonable determination may deem necessary or desirable to further perfect, or maintain the perfection of, the Security Interests.

(c)     Pledgor shall warrant and defend Pledgor’s title to the Collateral, subject to the rights of Secured Party, against the claims and demands of all Persons. Secured Party may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral.

(d)     Pledgor agrees that Pledgor shall not change (i) Pledgor’s name or identity or, if Pledgor is not a natural person, its type of organizational structure or dissolve, liquidate or merge with or into any other entity in any manner or (ii) its Location, unless in either case (A) Pledgor shall have given Secured Party not less than 30 days’ prior notice thereof and (B) such change shall not cause any of the Security Interests to become unperfected, cause Secured Party to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property (as defined in Section 9-102(a)(49) of the UCC) or cash or subject any Collateral to any other Lien.

(e)     Pledgor agrees that Pledgor shall not (i) create or permit to exist any Lien (other than the Security Interests and Permitted Transfer Restrictions) or any Transfer Restriction (other than Permitted Transfer Restrictions) upon or with respect to the Collateral, (ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or (iii) enter into or consent to any agreement pursuant to which any Person other than Pledgor, Secured Party and any securities intermediary through whom any of the Collateral is held (but in the case of any such securities intermediary only in respect of Collateral held through it) has or will have Control in respect of any Collateral.

(f)    Pledgor shall (i) promptly furnish Secured Party any information with respect to the Collateral reasonably requested by Secured Party and (ii) allow Secured Party or its representatives to inspect and copy, or furnish Secured Party or its representatives with copies of, all records relating to the Collateral (other than, in each case, information or records Pledgor is prohibited from disclosing due to applicable law, and tax returns of Pledgor or affiliates (other than Issuer and its subsidiaries) of any of the foregoing, other than receipts or other evidence showing the payment of taxes with respect to the Collateral). Notwithstanding the foregoing, to the extent any information requested by Secured Party is not then available, Pledgor will furnish to Secured Party or cause to be furnished to Secured Party such information as soon as reasonably practicable after such request.

SECTION 5. Administration of the Collateral.

(a)    Pledgor may pledge additional Collateral that is, upon delivery to Secured Party, Eligible Collateral hereunder at any time. Concurrently with the delivery of any such additional Eligible Collateral, Pledgor shall deliver to Secured Party a certificate of Pledgor substantially in form and substance satisfactory to Secured Party and dated the date of such delivery, (A) identifying the additional items of Eligible Collateral being pledged, (B) identifying the Confirmation and (C) certifying that with respect to such items of additional Eligible Collateral the representations and warranties contained in paragraphs (a), (b), (c), (d) and (e) of Section 3 are true and correct with respect to such Eligible Collateral on and as of the date thereof.

Pledgor hereby covenants and agrees to take all actions required under Section 5(b) and any other actions necessary to create for the benefit of Secured Party a valid, first priority, perfected security interest in, and a first lien upon, such additional Eligible Collateral, as to which Secured Party will have (in the case of Collateral consisting of investment property or cash) Control.

(b)    Any delivery of Collateral by Pledgor to Secured Party shall be effected (i) in the case of Collateral consisting of certificated Shares or other certificated securities registered in the name of Pledgor, by delivery of certificates representing such Shares or other securities to the Custodian, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer

5

or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Custodian, and the crediting by the Custodian of such securities to a securities account (as defined in Section 8-501 of the UCC) (the “Collateral Account”) of Secured Party, as entitlement holder, maintained at the Custodian, (ii) in the case of Collateral consisting of Shares or other securities in respect of which security entitlements are held by Pledgor through a securities intermediary (including, without limitation, Secured Party or the Custodian), by the crediting of such Shares or securities or security entitlements in respect thereof, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary and the crediting by the Custodian of such securities or security entitlements in respect thereof to the Collateral Account, (iii) in the case of Collateral consisting of uncertificated Shares or other uncertificated securities registered in the name of Pledgor, by the registering of such Shares or other securities in the name of the Custodian or its nominee, accompanied by any required transfer tax stamps, and the crediting by the Custodian of such securities to the Collateral Account, (iv) in the case of Collateral consisting of cash, by the delivery of such cash to the Collateral Account or (v) in the case of any other Collateral, by complying with such alternative delivery instructions as Secured Party shall provide to Pledgor in writing. The Custodian shall comply at all times with entitlement orders originated by Secured Party concerning the Collateral Account without further consent by Pledgor.

(c)     Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, upon delivery to Secured Party of at least five Business Days’ prior written notice from Pledgor indicating the number of Shares to be released, obtain the release of Shares from the Security Interests to the extent the number of Shares constituting Eligible Collateral exceeds the Maximum Deliverable Number of Shares.

(d)    [Reserved]

(e)     Secured Party may at any time or from time to time following the occurrence and during the continuation of a Default Event, in its sole discretion, cause any or all of the Collateral pledged hereunder not registered in the name of Secured Party or its nominee to be transferred of record into the name of Secured Party or its nominee. Pledgor shall promptly give to Secured Party copies of any notices

or other communications received by Pledgor with respect to Collateral pledged hereunder registered in the name of Pledgor or Pledgor’s nominee and Secured Party shall promptly give to Pledgor copies of any notices and communications received by Secured Party with respect to Shares pledged hereunder registered, or held through a securities intermediary, in the name of Secured Party or its nominee.

(f)     Each of Custodian and Secured Party shall have the right to deduct or withhold from any payment under this Agreement the amounts required to be deducted or withheld under applicable law. Pledgor agrees that Pledgor shall forthwith upon demand pay to Custodian or Secured Party, as applicable:

(i)    the amount of any taxes, including withholding taxes, that such party may have been required to pay by reason of the Security Interests or to free any of the Collateral from any Lien thereon, and

(ii)    the amount of any and all reasonable out-of-pocket expenses, including the fees and disbursements of counsel and of any other experts, that Secured Party may incur in connection with (A) the enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the Security Interests, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by Secured Party of any of the rights conferred upon it hereunder or (D) any Default Event.

Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 1% plus the prime rate as published in The Wall Street Journal, Eastern Edition in effect from time to time during the period from the date hereof to the date of the termination of this Agreement.

(g)    If, at any time, Pledgor is obligated pursuant to the Transaction Agreement to deliver Shares or other property to or at the direction of Secured Party, unless Pledgor shall have otherwise delivered such Shares or other property in respect of such obligation by 10:00 a.m., New York City time, on the date due, Secured Party shall deliver or cause to be delivered to Secured Party or an affiliate of Secured Party from the Collateral Account applicable Shares or

6

other property that satisfy the requirements of the Transaction Agreement, in whole or partial, as the case may be, satisfaction of Pledgor’s obligation to deliver such Shares or other property. Upon any such delivery, Secured Party or such affiliate of Secured Party shall hold such Shares or other property absolutely and free from any claim or right whatsoever (including, without limitation, any claim or right of Pledgor).

(h)    Notwithstanding anything to the contrary in this Agreement or the Transaction Agreement, Secured Party shall have no right to rehypothecate the Collateral prior to an Event of Default.

(i)    The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Pledgor shall be treated as the owner of such Collateral for U.S. federal, state and local tax purposes.

SECTION 6. Income and Voting Rights in Collateral.

(a)    On or after the date hereof, all cash and non-cash proceeds of the Collateral, including, without limitation, any dividends, interest and other distributions on the Collateral received by Secured Party or the Custodian, shall be credited to the Collateral Account, subject to the Lien created hereunder.

(b)    Unless a Default Event shall have occurred and be continuing, Secured Party shall instruct the Custodian to release to Pledgor from the Collateral Account any cash dividends or distributions to the extent (but only to the extent) not required to be paid by Pledgor to Secured Party pursuant to “Dividends” in the Confirmation, and such cash dividends or distributions shall be released from the Security Interests hereunder upon such release from the Collateral Account. The portion of such dividends or distributions, to the extent required to be paid by Pledgor to Secured Party pursuant to “Dividends” in the Confirmation, shall be paid to Secured Party from the Collateral Account in accordance with Section 5(g) above.

(c)    Any proceeds of the Collateral that are received by Pledgor shall be received in trust for the benefit of Secured Party, shall be segregated from other property of Pledgor and shall immediately be delivered over to Secured Party to be credited to the Collateral Account to be held as Collateral in the same

form as received or otherwise delivered to Secured Party as Secured Party may instruct (with any necessary endorsement).

(d)     Unless a Default Event shall have occurred and be continuing, Pledgor shall have the sole right, at any time and from time to time, to vote and to give consents, ratifications and waivers with respect to any Collateral, and Secured Party shall, upon receiving a written request from Pledgor, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of Secured Party or its nominee as shall be specified in such request and in form and substance customary for such proxy, power of attorney, consent, ratification or waiver, as applicable.

SECTION 7. Remedies upon Event of Default.

(a)    If any Event of Default shall have occurred and be continuing, Secured Party may exercise all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, may:

(i) deliver or cause to be delivered to itself or to an affiliate of Secured Party, from the Collateral Account, Collateral consisting of Shares or other securities with a value sufficient to satisfy in full all Secured Obligations, whereupon Secured Party or such affiliate shall hold such Shares or other securities absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Pledgor has or may have under any law now existing or hereafter adopted;

(ii) sell or cause the sale of any Collateral as may be necessary to generate proceeds sufficient to satisfy in full all Secured Obligations, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem satisfactory and

7

Secured Party may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale or at one or more private sales and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Pledgor;

(iii) demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, and otherwise exercise all of Pledgor’s rights with respect to any and all of the Collateral, in its own name, in the name of Pledgor or otherwise; provided that Secured Party shall have no obligation to take any of the foregoing actions;

(iv) apply any cash on deposit in the Collateral Account to any Secured Obligation; and

(v) take any combination of the actions described in clauses (i) through (iv) above.

Pledgor covenants and agrees that Pledgor will execute and deliver such documents and take such other action as Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the buyer thereof (which may be Secured Party) the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Pledgor has or may have under any law now existing or hereafter adopted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Secured Party may determine. Secured Party shall not be obligated to make any such sale. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned.

In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the buyer thereof, but Secured Party shall not incur any liability in case of the failure of such buyer to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

(b)    Pledgor specifically understands and agrees that any sale by Secured Party of all or part of the Collateral pursuant to the terms of this Agreement may be effected by Secured Party at times and in manners that could result in the proceeds of such sale being significantly and materially less than might have been received if such sale had occurred at different times or in different manners,. Without limiting the generality of the foregoing, if, in the reasonable opinion of Secured Party, there is any question that a public sale or distribution of any Collateral will violate any state or federal securities law, including without limitation, the Securities Act, Secured Party may offer and sell such Collateral in a transaction exempt from registration under the Securities Act, and/or limit purchasers to Qualified Institutional Buyers (as defined in Rule 144A under the Securities Act) and/or who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof, and any such sale made in good faith by Secured Party shall not be deemed to not be “commercially reasonable” solely by virtue thereof. Furthermore, Pledgor acknowledges that any such restricted or private sales may be at prices and on terms less favorable to Pledgor than those obtainable through a public sale without such restrictions, and agrees such sales shall not be considered to be not commercially reasonable solely because they are so conducted on a restricted or private basis. Pledgor further acknowledges that any specific disclaimer of any warranty of title or the like by Secured Party will not be considered to adversely affect the commercial reasonableness of any sale of Collateral.

Pledgor agrees and acknowledges that the Shares are customarily sold on a recognized market within the meaning of Section 9-610 and Section 9-611 of the UCC. In the event that an Event of Default shall have occurred and be continuing and Secured Party shall desire to exercise any of its rights and

8

remedies with respect to the Collateral, as provided above or otherwise available to it under the UCC, at law or in equity, as contemplated by Section 9-603 of the UCC, the parties hereto agree to the standards set forth herein for measuring the fulfillment of the obligations of Secured Party and the rights of Pledgor under the UCC. In the event that notification of disposition of the Collateral is required by applicable law (it being acknowledged and agreed that no such notice shall be required if the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market), the parties hereto agree that notice sent to each of the Persons specified in Section 9-611(c) of the UCC prior to (x) the date of any proposed public sale of the Collateral (or on such date but prior to any such sale) or (y) the date on or after which Secured Party intends to conduct a private sale of Collateral (or on such date but prior to any such sale), shall constitute a reasonable time for such notice; provided that, if Secured Party fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

In the event that Secured Party determines to sell Collateral in a sale that is a public sale for purposes of the UCC, the parties hereto agree that posting of notice of such sale, such notice to describe the Collateral being sold and the time and place of the sale as described below, through the Bloomberg Professional service or any other comparable on-line service widely used by sophisticated equity traders and/or investors after the close of trading on the Exchange on the day of, but prior to, such sale shall constitute sufficient public notice of any such sale and that no notice thereof in any newspaper or other written publication shall be required. The parties hereto agree that notification of the time and method of a sale of the Collateral conducted in such a manner shall constitute sufficient notice of the time and place of the public sale for purposes of the UCC. Any disposition pursuant to the foregoing procedures shall be deemed to be a public disposition for purposes of the UCC even if Secured Party is the only Person who submits a bid for the Collateral. Each of the parties hereto has been advised by legal counsel and believes that the foregoing procedures and agreements for any disposition of the Collateral are in their mutual interest.

Pledgor further acknowledges that to the extent Secured Party exercises any of its rights or remedies through any bulk sale or private sale, (x) such bulk sale or private sale may result in a lower sale price than would be obtainable through a public sale and (y)

such bulk sale or private sale shall not be considered to be not commercially reasonable solely because it is conducted as a bulk or private sale or results in a lower sale price than would be obtainable through a public sale.

(c)     Pledgor hereby irrevocably appoints Secured Party Pledgor’s true and lawful attorney, with full power of substitution, in the name of Pledgor, Secured Party or otherwise, for the sole use and benefit of Secured Party, but at the expense of Pledgor, to the extent permitted by law, to exercise, at any time and from time to time while an Event of Default has occurred and is continuing, all or any of the following powers with respect to all or any of the Collateral:

(i)     to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,

(ii)     to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,

(iii)     to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if Secured Party were the absolute owner thereof (including, without limitation, the giving of instructions and entitlement orders in respect thereof), and

(iv)     to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto.

(d)      Upon any delivery or sale of all or any part of any Collateral made either under the power of delivery or sale given hereunder or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Agreement, Secured Party is hereby irrevocably appointed the true and lawful attorney of Pledgor, in the name and stead of Pledgor, to make all necessary deeds, bills of sale, instruments of assignment, transfer or conveyance of the property, and all instructions and entitlement orders in respect of the property, thus delivered or sold. For that purpose Secured Party may execute all such documents, instruments, instructions and entitlement orders. This power of attorney shall be deemed coupled with an interest, and Pledgor hereby ratifies and confirms that which Pledgor’s attorney acting under such power, or such attorney’s successors

9

or agents, shall lawfully do by virtue of this Agreement. If so requested by Secured Party or by any buyer of the Collateral or a portion thereof, Pledgor shall further ratify and confirm any such delivery or sale by executing and delivering to Secured Party or to such buyer or buyers at the expense of Pledgor all proper deeds, bills of sale, instruments of assignment, conveyance or transfer, releases, instructions and entitlement orders as may be designated in any such request.

(e)     If an Event of Default shall have occurred and be continuing, Secured Party may proceed to realize upon the Security Interests in the Collateral against any one or more of the types of Collateral, at any time, as Secured Party shall determine in its sole discretion subject to the foregoing provisions of this Section 7. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral shall be applied by Secured Party in the following order of priorities:

first, to the payment to Secured Party of the expenses of such sale or other realization, including reasonable compensation to the agents and counsel of Secured Party, and all expenses, liabilities and advances incurred or made by Secured Party in connection therewith, including brokerage fees in connection with the sale by Secured Party of any Collateral, and any expenses described in Section 5(f);

second, to the payment to Secured Party of the aggregate amount (or the value of any delivery or other performance) owed by Pledgor to Secured Party under the Secured Obligations;

finally, if all of the Secured Obligations have been fully discharged or sufficient funds have been set aside by Secured Party, at the request of Pledgor for the discharge thereof, any remaining proceeds shall be released to Pledgor.

SECTION 8. Netting and Set-off. (a) If, on any date, cash would otherwise be payable or Shares or other property would otherwise be deliverable pursuant to the Transaction Agreement, this Agreement or any other Credit Support Document by Secured Party to Pledgor and by Pledgor to Secured Party and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party’s obligation to

make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

(b)     In addition to and without limiting any rights of set-off that Secured Party may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Event of Default, Secured Party may reduce any amount payable by or other obligation of Secured Party or its affiliates to Pledgor by its set-off against any amount payable by or other obligation of Pledgor to Secured Party, in each case arising under the Transaction Agreement, this Agreement, any other Credit Support Document or such other agreement (whether matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that such amounts or obligations are set off, such amounts and obligations will be discharged promptly and in all respects. Secured Party shall give notice to Pledgor after any set-off effected pursuant to this Section 8.

(c)    Without limiting the generality of Section 8(b), in the exercise of its set-off rights as set forth in this Section 8, Secured Party may set off or net any obligation it may have to release from the Security Interests or return to Pledgor any Collateral pursuant to the terms of this Agreement against any right Secured Party may have against Pledgor pursuant to the Transaction Agreement, this Agreement, any other Credit Support Document or any other agreement between Secured Party and Pledgor, including, without limitation, any right to receive a payment or delivery pursuant to any provision of the Transaction Agreement. In the case of a set-off or netting of any obligation to return or replace assets against any right to receive assets of the same type, such obligation and right shall be set off and netted in kind. In the case of a set-off or netting of any obligation to return or replace assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off or netting shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of

10

any obligation to release or deliver any securities or right to receive any securities, the value at any time of such obligation or right shall be determined by the Calculation Agent by reference to the fair market value of such securities at such time. If an obligation or right is unascertained at the time of any such set-off or netting, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off or netting will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

SECTION 9. Miscellaneous.

(a)    To the extent permitted by law, the unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

(b)     Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Pledgor and Secured Party or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c)     All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard forms of telecommunication. Notices to Pledgor shall be directed to it at the address specified on the signature page hereof; notices to Secured Party shall be directed to it care of BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Equities Legal Department

(d)     This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of New York (without reference to choice of law rules thereof except for Section 5-1401 of the New York General Obligations Law); provided that as to Collateral located in any jurisdiction other than the State of New York, Secured Party shall have, in addition to any rights under the laws of the State of New York, all of the rights to which a secured party is

entitled under the laws of such other jurisdiction. The parties hereto hereby agree that Secured Party’s and Custodian’s jurisdiction, within the meaning of Section 8-110(e) of the UCC, insofar as either of them acts as a securities intermediary hereunder or in respect hereof, is the State of New York. As permitted by Article 4 of the Hague Securities Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Securities Convention”), the parties hereto agree that the law of the State of New York shall govern each of the issues specified in Article 2(1) of the Hague Securities Convention with respect to the Collateral Account.

(e)     Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Federal and state courts located in the Borough of Manhattan, in the City of New York in any suit or proceeding arising out of or relating to the Transaction Agreement, any Credit Support Document or this Agreement, or the transactions contemplated thereby or hereby. Each party irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which such party may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Agreement or other document related hereto. Each party waives personal service of any summons, complaint or other process, which may be made by any other means permitted by the law of such state.

(f)     Each party hereby irrevocably and unconditionally waives any and all right to trial by jury in any legal proceeding arising out of or related to the Transaction Agreement, any Credit Support Document or this Agreement or the transactions contemplated thereby or hereby.

(g)     This Agreement may be executed, acknowledged and delivered in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same agreement.

(h)    Subject to the following sentence, neither Pledgor nor Secured Party may assign its rights or obligations under this Agreement, except with the prior written consent of the other party, and any purported assignment without such prior written consent shall be void and of no effect. Notwithstanding the foregoing, Secured Party may, from time to time, without the consent of Pledgor

11

assign or transfer any or all of its rights or obligations hereunder in part or in whole to an assignee or transferee to which the Confirmation has been assigned or transferred.

(i)    This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment and performance in full of the Secured Obligations; (ii) be binding upon Pledgor, Secured Party and their respective successors, transferees and assigns and (iii) inure to the benefit of, and be enforceable by, Pledgor, Secured Party and their respective successors, and permitted transferees and assigns.

(j)    The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as “Regulated Entity” and/or “Adhering Party” as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of this Agreement and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a “Covered Agreement,” Secured Party shall be deemed a “Covered Entity” and Pledgor shall be deemed a “Counterparty Entity.” In the event that, after the date of this Agreement, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the

event of any inconsistencies between this Agreement and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Agreement” include any related account control agreement or similar agreement entered into between the parties hereto.

“QFC Stay Rules” means the regulations codified at 12 C.F.R. § 252.2, §§ 252.81–8, 12 C.F.R. §§ 382.1-7 and 12 C.F.R. §§ 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

SECTION 10. Termination of Pledge Agreement. This Agreement and the rights hereby granted by Pledgor in the Collateral shall cease and terminate upon the determination by Secured Party that all the Secured Obligations have been satisfied in full. Any Collateral remaining at the time of such termination shall be fully released and discharged from the Security Interests and promptly delivered to or as directed by Pledgor by Secured Party, all at the request and expense of Pledgor. Secured Party shall promptly file a termination statement with respect to any financing statement on file with respect to the Collateral in any jurisdiction upon termination of this Agreement and written request from the Pledgor.

*************

12

Date of Agreement: October 13, 2022

Pledgor: Jean Reed Adams, an individual

Pledgor’s Address for Notices:

Jean Reed Adams

c/o Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

One Eastover Center

100 Vision Drive, Suite 400

Jackson, MS 39211

Attn: Tyler Ball

Telephone: 601.351.8959

Email: tball@bakerdonelson.com

*************

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date and year stated on this page.

PLEDGOR:
JEAN REED ADAMS
By:	/s/ Jean Reed Adams
SECURED PARTY:
BANK OF AMERICA, N.A.
By:	/s/ Rohan Handa
Name:	Rohan Handa
Title:	Managing Director
CUSTODIAN:
BOFA SECURITIES, INC.
By:	/s/ Rohan Handa
Name:	Rohan Handa
Title:	Managing Director

13

Schedule 1

UCC Filing Location

1. Mississippi

Exhibit A

Form of UCC-1 Financing Statement

[Intentionally Omitted]