Exhibit 99.4

JPMorgan Chase Bank, National Association

September 29, 2026

Springtide Creek Ltd

80 Main Street

Tortola, VG1110

British Virgin Islands

[_____]

The purpose of this communication (this “Master Confirmation”) is to set forth certain terms and conditions of one or more share forward transactions (each, a “Transaction”) that may be entered into from time to time among Springtide Creek Ltd, a British Virgin Islands company limited by shares (“Counterparty”), JPMorgan Chase Bank, National Association (“JPMorgan”), and JPMorgan Chase Bank, National Association, as collateral agent (the “Collateral Agent”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. Each such Transaction entered into among JPMorgan, Counterparty and the Collateral Agent that is subject to this Master Confirmation shall be evidenced by (i) a supplemental confirmation substantially in the form of Exhibit A hereto (a “Supplemental Confirmation”) and (ii) if applicable, one or more trade notifications substantially in the form of Exhibit B hereto (each, a “Trade Notification”), each with such modifications as to which the parties mutually agree. This Master Confirmation, each Supplemental Confirmation and any related Trade Notification together shall constitute a “Confirmation” as referred to in the Agreement specified below and evidence a complete binding agreement among JPMorgan, Counterparty and the Collateral Agent as to the subject matter and terms of each Transaction to which this Master Confirmation, such Supplemental Confirmation and any such Trade Notification relate and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

This Master Confirmation, each Supplemental Confirmation and any related Trade Notification(s) shall supplement, form a part of, and be subject to an agreement in the form of the ISDA 2002 Master Agreement (the “Agreement”) as if JPMorgan and Counterparty had executed the Agreement on the date of this Master Confirmation (without any Schedule except for (i) the elections and amendments set forth in this Master Confirmation and (ii) the incorporation of a 1994 ISDA Credit Support Annex (Bilateral Form; Subject to New York Law (the “CSA”)) with the elections and modifications set forth in Paragraph 13 thereto attached as Schedule A to this Master Confirmation and which CSA supplements, forms part of, and is subject to the Agreement). For the avoidance of doubt, the Transactions under this Master Confirmation shall be the only transactions under the Agreement and shall not be subject to any other ISDA Master Agreement (existing or deemed) to which JPMorgan and Counterparty are parties.

The definitions contained in the 2006 ISDA Definitions (the “2006 Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2006 Definitions, the “Definitions”), as each is published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Master Confirmation. If JPMorgan determines, in its sole discretion, that a relevant Transaction hereunder references an “American depositary receipt” or similar security, (i) the 2007 Partial Lookthrough Depository Receipt Supplement to the Equity Definitions shall be also incorporated into this Master Confirmation with respect to such Transaction, and (ii) without limitation of (i), references in the Affected Provisions to the “Shares” and the “Issuer” shall also refer to the Underlying Shares or other equity securities of the Underlying Shares Issuer and such Underlying Shares Issuer, as applicable. For purposes hereof, “Affected Provisions” means any Announcement Event, Market Disruption Event, Potential Adjustment Event, Extraordinary Event, Additional Disruption Event, Additional Termination Event, condition to election of a settlement method or any other provisions related to similar events or conditions described herein, and any representation, agreement, or covenant, in each case related to or referencing the Shares or the Issuer.

If, in relation to any Transaction to which this Master Confirmation, a Supplemental Confirmation and any related Trade Notification relate, there is any inconsistency between the Agreement, this Master Confirmation, such Supplemental Confirmation, any such Trade Notification and the Definitions, the following shall prevail for purposes of such Transaction in the following order of precedence: (i) any such Trade Notification, (ii) such Supplemental Confirmation, (iii) this Master Confirmation, (iv) the Equity Definitions, (v) the 2006 Definitions and (vi) the Agreement.

For the purposes of the Equity Definitions, each Transaction is a Share Forward Transaction and, notwithstanding anything to the contrary, JPMorgan and Counterparty acknowledge and agree that for U.S. Federal income tax purposes, each Transaction shall constitute a single, indivisible financial instrument and neither JPMorgan nor Counterparty will take any action that would be inconsistent with such treatment for U.S. Federal income tax purposes.

General Terms:

The following provisions shall apply if “Dividend Flowthrough” is specified as Applicable in the Supplemental Confirmation:

The following provisions shall apply if “Dividend Flowthrough” is specified as Not Applicable in the Supplemental Confirmation:  

For the avoidance of doubt, the Calculation Agent shall act in good faith and in a commercially reasonable manner in respect of all determinations and calculations made by it hereunder regardless of whether or not explicitly stated herein in relation to any such determination or calculation. Following any calculation or adjustment by the Calculation Agent or the Determining Party hereunder, upon written request by Counterparty, the Calculation Agent or the Determining Party, as the case may be, will provide to Counterparty by email to the email address provided by Counterparty in such written request, within five Exchange Business Days, a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such calculation or adjustment; provided that in no event will the Calculation Agent or the Determining Party, as the case may be, be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it.

“(iv) In addition to the conditions precedent set forth in Section  2(a)(iii), if applicable, each obligation of each party under Section  2(a)(i) is subject to the condition precedent that no Additional Termination Event has occurred and is continuing with respect to which the other party is the sole Affected Party and with respect to which all outstanding Transactions are Affected Transactions.”

For purposes of such provisions:

“Specified Indebtedness” will have the meaning specified in Section 14 of the Agreement.

“Threshold Amount” means USD 250,000.

“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.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and return it to us.

[Signature Page to Master Confirmation]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Master Confirmation enclosed for that purpose and return it to us.

[Signature Page to Master Confirmation]

EXHIBIT A

FORM OF SUPPLEMENTAL CONFIRMATION

[Date]

Springtide Creek Ltd

The purpose of this communication is to set forth certain terms and conditions of the above-referenced Transaction entered into on the Trade Date specified below (the “Transaction”). This confirmation is a Supplemental Confirmation within the meaning of the Master Confirmation for forward transactions dated as of September 29, 2026 as amended and supplemented from time to time (the “Master Confirmation”), among Springtide Creek Ltd (“Counterparty”), JPMorgan Chase Bank, National Association (“JPMorgan”) and JPMorgan Chase Bank, National Association, as collateral agent (the “Collateral Agent”). Capitalized terms used herein have the meanings set forth in the Master Confirmation.

For all purposes under the Master Confirmation, the terms of the Transaction to which this Supplemental Confirmation relates shall be as follows:

]¹⁰

Schedule I

For each Component of the Transaction, the Number of Shares and the Scheduled Valuation Date are set forth below:

Please confirm by signing below that the foregoing correctly sets forth the terms of the agreement between JPMorgan and Counterparty with respect to the particular Transaction to which this Supplemental Confirmation relates and return it to us.

EXHIBIT B

FORM OF TRADE NOTIFICATION

[Date]

Springtide Creek Ltd

The purpose of this communication is to confirm certain terms and conditions of the above-referenced Transaction entered into on the Trade Date specified below (the “Transaction”). This communication is a Trade Notification within the meaning of the Master Confirmation for a prepaid variable share forward transaction dated as of September 29, 2026 as amended and supplemented from time to time (the “Master Confirmation”), among Springtide Creek Ltd (“Counterparty”), JPMorgan Chase Bank, National Association (“JPMorgan”) and JPMorgan Chase Bank, National Association, as collateral agent (the “Collateral Agent”). Capitalized terms used herein have the meanings set forth in the Master Confirmation.

For all purposes under the Master Confirmation, the terms of the Transaction to which this Trade Notification relates shall be as follows:

Please confirm by signing below that the foregoing correctly sets forth the terms of the agreement between JPMorgan and Counterparty with respect to the particular Transaction to which this Trade Notification relates and return it to us.

EXHIBIT C

FORM OF CERTIFICATE FOR ADDITIONAL COLLATERAL

The undersigned, an Authorized Officer of (“Counterparty”), hereby certifies, pursuant to Paragraph 3(a) of the Credit Support Annex (the “CSA”), to the Master Confirmation, each dated as of September 29, 2026 among Counterparty, JPMorgan Chase Bank, National Association (“JPMorgan”) and JPMorgan Chase Bank, National Association, as Collateral Agent (the “Collateral Agent”) (the “Master Confirmation”; terms defined in the Master Confirmation being used herein as defined therein) with respect to the Transaction with Reference Number [·] (the “Transaction”), that:

1.             Counterparty is delivering, or causing to be delivered in accordance with Paragraph 3(a) of the CSA, the following securities (or security entitlements in respect thereof) to the Collateral Agent to be held by the Collateral Agent as additional Posted Collateral (the “Additional Collateral”):

2.             Counterparty hereby represents and warrants to the Collateral Agent that the Additional Collateral is Eligible Collateral and that the representations and warranties contained in Section  2(f)(vi) of the Master Confirmation are true and correct with respect to the Additional Collateral on and as of the date hereof.

This Certificate may be relied upon by JPMorgan as fully and to the same extent as if this Certificate had been specifically addressed to JPMorgan.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this [·] day of [·].

SCHEDULE A

Paragraph 13.

(i)            Paragraph 1(b) of the Annex shall be deleted in its entirety and replaced with the following:

“(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to the Collateral Agent, on behalf of itself and as agent of and for the benefit of JPMorgan, and all corresponding references to the “Pledgor” will be to the Counterparty.”

(ii)            Paragraph 2 of the Annex shall be deleted in its entirety and replaced with the following:

“Paragraph 2. Security Interest

The Pledgor, hereby pledges and assigns to the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all of Pledgor’s right, title and interest in and to, or otherwise with respect to, the following property and assets, whether now owned or existing or hereafter acquired or arising and regardless of where located: (A) all Posted Collateral Transferred to or received by the Secured Party hereunder and any Posted Collateral identified in any certificate delivered by Counterparty pursuant to, and to the extent required by, Paragraph 3 hereof, (B) all additions to such Posted Collateral (including without limitation any securities, instruments or other property delivered or pledged pursuant to Paragraph 3 and/or Paragraph 11(h)) (any such additions, the “Additions”), (C) all income, proceeds (as defined in the UCC) and collections received or to be received, or derived or to be derived, now or at any time hereafter from or in connection with the Posted Collateral or the Additions and (D) the Collateral Account and all securities or other financial assets and other funds, property or assets from time to time held therein or credited thereto and all securities entitlements in respect thereof.

The Security Interests are granted as security only and shall not subject the Secured Party or JPMorgan to, or transfer or in any way affect or modify, any obligation or liability of Pledgor with respect to any of the Posted Collateral or any transaction in connection therewith.”

(iii)            Paragraph 3 of the Annex shall be deleted in its entirety and replaced with the following:

“Paragraph 3. Credit Support Obligations

(a) Delivery Amount. On or prior to the Trade Date, Pledgor shall post, pledge and deposit with or deliver to the Secured Party, as collateral for its obligations under the Agreement and the Master Confirmation, the aggregate of all Independent Amounts applicable to the Pledgor, in form and substance reasonably satisfactory to the Secured Party. Pledgor shall ensure at all times that a Collateral Event of Default shall not occur, and shall pledge additional Eligible Collateral to the Secured Party as necessary to cause such requirement to be met.

Pledgor may pledge hereunder additional Eligible Collateral at any time by Transferring such Eligible Collateral to Secured Party. Concurrently with the delivery of any additional Eligible Collateral, Pledgor shall deliver to Secured Party a certificate of an Authorized Officer of Pledgor substantially in the form of Exhibit C to the Master Confirmation and dated the date of such delivery, (A) identifying the additional items of Eligible Collateral being pledged and (B) certifying that with respect to such items of additional Eligible Collateral the representations and warranties contained in Paragraph 9 hereof are true and correct with respect to such Eligible Collateral on and as of the date thereof.

(i) If on any Scheduled Trading Day, Secured Party determines that no Early Termination Event or failure by Pledgor to meet any of Pledgor’s obligations under Paragraph 3 has occurred and is continuing, upon a request made by the Pledgor via delivery of a written notice from an Authorized Officer of Pledgor indicating the items of Posted Collateral to be released, Secured Party will Transfer to the Pledgor Posted Collateral specified by the Pledgor in that demand, so long as, after such release, no Collateral Event of Default shall have occurred; provided, however, that the Collateral Agent shall not agree to any requested release of Posted Collateral if JPMorgan determines that such release would not be compliant with applicable law and interpretation (including, without limitation, the Interpretive Letters).

(ii) In the event that a Transaction has an Initial Hedging Period, on or promptly after the Hedge Completion Date with respect thereto, if the Number of Transaction Shares as specified in the related Trade Notification is less than the Initial Pledged Securities, the Secured Party shall release to Pledgor the excess (if any) of (x) the Initial Pledged Securities held by the Secured Party as Posted Collateral hereunder over (y) the Number of Transaction Shares.

(i) If Physical Settlement applies, for each Component of a Transaction, unless (i) by 10:00 a.m., New York City time, on the relevant Settlement Date, Pledgor shall have otherwise effected delivery of the Number of Shares to be Delivered, and (ii) the Posted Collateral then held by or on behalf of Secured Party does not include Shares with respect to which the representations and agreements set forth in Section 9.11 of the Equity Definitions are true and satisfied (or, at the absolute discretion of Secured Party, Shares with respect to which such representations and agreements are not true or satisfied), then the delivery provided by Section 9.2 of the Equity Definitions shall be effected, in whole or in part, as the case may be, by delivery on the relevant Settlement Date by the Secured Party to an affiliate of JPMorgan designated by JPMorgan of a number of Shares then held as Posted Collateral hereunder by or on behalf of Secured Party, not to exceed the Number of Shares to be Delivered for such Component. Upon any such delivery, JPMorgan shall hold such Shares absolutely and free from any claim or right whatsoever (including without limitation any claim or right of Pledgor).

(ii) If, by 10:00 a.m., New York City time, on the date Counterparty owes any Payment Obligation in respect of Extraordinary Dividends under Section 1 of the Master Confirmation, Counterparty has not otherwise satisfied such obligation, and at such time or any later time on such date prior to satisfaction of such obligation, the Posted Collateral then held hereunder by or on behalf of the Secured Party includes all or any part of the cash required to be so paid, then the payment required pursuant to the preceding paragraph shall be effected, in whole or in part, as the case may be, by delivery by the Secured Party to JPMorgan of an amount of cash equal to the amount thereof so required to be paid.”

(c) Use of Posted Collateral. No Right to Rehypothecate Securities. So long as no Early Termination Event has occurred, the Secured Party shall not have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business, any Posted Collateral.

“Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to Pledgor if:

(i) a Collateral Event of Default occurs in respect of Pledgor; or

(ii) Pledgor fails to comply with or perform any agreement or obligation other than those specified in Paragraph 7(i) and that failure continues for five days after notice of that failure is given to that party.

If on any Scheduled Trading Day the Secured Party determines that an Event of Default described in this Paragraph 7 shall have occurred, the Secured Party shall promptly notify Pledgor of such determination.”

“(v) except as may be required by mandatory provisions of law, Secured Party may, if a Counterparty Payment Event (as defined in Section 3(i) of the Master Confirmation) occurs: (A) deliver all Posted Collateral consisting of Shares or Converted Property (as defined in Section 3(i) of the Master Confirmation), but not in excess of the number thereof that Counterparty is obligated to deliver pursuant to Section 3(i) of the Master Confirmation, to an affiliate of JPMorgan designated by JPMorgan on the date such Shares are required to be delivered hereunder in satisfaction of Counterparty’s obligations to deliver Shares under such Section 3(i) (such delivery, a “Self-Delivery”), whereupon such affiliate shall hold such Shares 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; and (B) if such Self-Delivery shall be insufficient to satisfy in full all of the obligations of Counterparty under the Agreement or the Master Confirmation, sell all of the remaining Posted Collateral, or such lesser portion thereof as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Counterparty under the Agreement or the Master Confirmation.

Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Pledgor recognizes that Secured Party and/or JPMorgan may choose or be required under applicable law to effect a sale of all or a part of the Posted Collateral by means of one or more private sales, and that the purchasers in such private sales may be obliged to agree, among other things, to acquire such Posted Collateral for their own account and not with a view to the distribution or resale thereof except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act. Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Posted Collateral were sold at public sales, and that Secured Party has no obligation to delay sale of any such Posted Collateral for the period of time necessary to permit a public sale thereof, including without limitation to allow the issuer of such Posted Collateral, even if such issuer would agree, to register such Posted Collateral for public sale under such applicable securities laws. Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.

Pledgor hereby (i) acknowledges that selling or otherwise disposing of Posted Collateral consisting of Shares in accordance with the restrictions set forth in Section 3(a) and the other provisions of the Master Confirmation may result in prices and terms less favorable to the Secured Party than those that could be obtained by selling or otherwise disposing of any such Shares at one time in a single transaction and (ii) agrees and acknowledges that no method of sale or other disposition of the available portion of any such Shares shall be deemed commercially unreasonable because of any action taken or not taken by the Secured Party to comply with such restrictions. For the avoidance of doubt, the inability of the Secured Party to acquire, receive or exercise rights with respect to Posted Collateral consisting of Shares at any time as a result of Section 3(a) of the Master Confirmation shall not preclude the Secured Party from taking such action at a later time when such inability no longer exists. Notwithstanding any provision of the Master Confirmation to the contrary, the Secured Party shall not become the record or beneficial owner, or otherwise have any rights as a holder, of any Posted Collateral consisting of Shares that the Secured Party is not entitled to exercise any other remedies in respect of at any time until such time as the Secured Party is permitted to exercise such remedies in respect thereof pursuant to the limitations set forth in Section 3(a) of the Master Confirmation.”

(xi)           The following first clause of Paragraph 9 is substituted for the clause set forth below.

“Paragraph 9. Representations

The Pledgor represents to the Secured Party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:”

Pledgor covenants to the Secured Party that:

(a) 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, agreement or other papers that may be necessary or desirable in order to (A) create, preserve, perfect, substantiate or validate any Security Interest granted pursuant hereto, (B) create or maintain control with respect to any such Security Interest in any investment property and/or (C) enable the Secured Party to exercise and enforce its rights and the rights of JPMorgan hereunder with respect to such Security Interest. Pledgor hereby authorizes Secured Party to file such financing statements, naming Pledgor as debtor and providing such description of the Posted Collateral, as Secured Party deems necessary or advisable.

(b) Pledgor shall warrant and defend Pledgor’s title to the Posted 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 Posted Collateral.

(c) Pledgor agrees that Pledgor shall not change any of (A) Pledgor’s name or (B) Pledgor’s location, unless in any such case (x) Pledgor shall have given Secured Party not less than 30 days’ prior notice thereof and (y) such change shall not cause any of the Security Interests hereunder to become unperfected, cause Secured Party to cease to have control in respect of any of its Security Interest in any Posted Collateral consisting of investment property or subject any Posted Collateral to any other Lien.

(d) Pledgor agrees that Pledgor shall not (A) create or permit to exist any Lien (other than the Security Interest) or any Transfer Restriction (other than the Existing Transfer Restrictions) upon or with respect to the Posted Credit Support, (B) sell or otherwise dispose of, or grant any option with respect to, any of the Posted Credit Support, (C) enter into or consent to (x) any agreement (other than the Master Confirmation) that restricts in any manner the rights of any present or future owner of any Posted Collateral with respect thereto or (y) any agreement (other than any Control Agreement) pursuant to which any Person other than Pledgor, JPMorgan, Secured Party and any securities intermediary through which any of the Posted Collateral is held (but, in the case of any such securities intermediary, only in respect of Posted Collateral held through it) has or will have control in respect of any Posted Collateral or (D) make any transfer or withdrawal of Posted Collateral from the Collateral Account except pursuant to, and in accordance with, Paragraph 3(b) hereof, in each case prior to termination of the Security Interests pursuant to Paragraph 8(d) hereof. Pledgor hereby consents to, and agrees to be bound by, any Control Agreement, including without limitation the agreement of any securities intermediary to comply with entitlement orders of the Secured Party pursuant thereto. Any securities intermediary that executes a Control Agreement and its successors and assigns shall be entitled to rely on the consent and agreement of Pledgor in this clause (v) as if such consent had been given directly to, and such agreement had been made directly with, such securities intermediary.”

(xiii)         Paragraph 10(a) of the Annex shall be deleted in its entirety and replaced with the following:

“(a) General. Pledgor will pay all reasonable costs and expenses of Secured Party in connection with this Annex.

(xiv)         Paragraph 10 of the Annex is hereby modified to include the following clause (d).

“(d) Other Amounts. Pledgor agrees that it shall forthwith upon demand pay to Secured Party:

(1) the amount of any taxes that Secured Party and/or JPMorgan may have been required to pay by reason of the Security Interest or to free any of the Posted Collateral from any Lien thereon, and

(2) the amount of any and all out-of-pocket expenses, including the fees and disbursements of counsel and of any other experts, that Secured Party or JPMorgan may incur in connection with (1) the enforcement under Paragraph 8 hereof, including such expenses as are incurred to preserve the value of the Posted Collateral and the validity, perfection, rank and value of the Security Interest, (2) the collection, sale or other disposition of any of the Posted Collateral, (3) the exercise by Secured Party of any of the rights conferred upon it hereunder or (4) any Early Termination 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 2% plus the rate announced from time to time by JPMorgan as its prime rate.”

“The Secured Party may at any time or from time to time, in its sole discretion, cause any or all of the Posted Collateral that is registered in the name of Pledgor or Pledgor’s nominee to be transferred of record into the name of the Secured Party or Secured Party’s nominee. Pledgor shall promptly give to the Secured Party copies of any notices or other communications received by Pledgor with respect to Posted Collateral that is registered, or held through a securities intermediary, in the name of Pledgor or Pledgor’s nominee and the Secured Party shall promptly give to Pledgor copies of notices and communications received by the Secured Party with respect to Posted Collateral that is registered, or held through a securities intermediary, in the name of the Secured Party or its nominee; provided that (A) the Secured Party shall only be required to deliver such notices or other communications as have actually been received by it in respect of the Posted Collateral and (B) the Secured Party shall only be required to make such deliveries as quickly as reasonably practicable after its receipt of such notices or other communications; provided, further, that proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Posted Collateral that is registered, or held through a securities intermediary, in the name of the Secured Party or its nominee shall be subject to Paragraph 11(h)(iii) hereof and shall not be subject to this Paragraph 11(c). Except as specifically set forth herein, the Secured Party shall have no further obligation to ascertain, or to notify Pledgor of, the occurrence of any events or actions concerning Posted Collateral that is registered, or held through a securities intermediary, in the name of the Secured Party or its nominee and the Secured Party shall not be deemed to assume any such further obligation as a result of its establishment of any internal procedures with respect to any securities in its possession. For the avoidance of doubt, and subject to Paragraph 11(h) below, the procedures for voting by Counterparty of security entitlements in respect of Shares credited to the Collateral Account shall be governed by any account agreements between JPMorgan or its affiliates and Counterparty.”

(xviii)      The Annex is hereby amended by the addition of the below Paragraph 11(g):

“(g) Power of Attorney. Pledgor hereby irrevocably appoints the Secured Party as Pledgor’s true and lawful attorney (which power of attorney is coupled with an interest), with full power of substitution, in the name of Pledgor, the Secured Party or JPMorgan or otherwise, for the sole use and benefit of the Secured Party and JPMorgan, but at the expense of Pledgor, to the extent permitted by law, to exercise, at any time and from time to time while an Early Termination Event has occurred and is continuing, all or any of the following powers with respect to all or any of the Posted Collateral:

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

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

(C) to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Secured Party were the absolute owner thereof and in connection therewith, 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 to be (or that is being or has been) sold, transferred, assigned or otherwise dealt in, and

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

provided that the Secured Party shall give Pledgor not less than one day’s prior written notice of the time and place of any sale or other intended disposition of any of the Posted Collateral, except any Posted Collateral that threatens to decline speedily in value, including without limitation equity securities, or is of a type customarily sold on a recognized market. The Secured Party and Pledgor agree that such notice constitutes “reasonable authenticated notification” within the meaning of Section 9-611 of the UCC. If so requested by the Secured Party, by JPMorgan or by any buyer of the Posted Collateral or a portion thereof, Pledgor shall further ratify and confirm any action taken pursuant to such power of attorney by executing and delivering to the Secured Party, to JPMorgan 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.

The parties hereto expressly agree that all rights, assets and property at any time held or credited as Posted Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC). To the extent that the Secured Party acts in the capacity of securities intermediary in respect of any of the Posted Collateral hereunder, it hereby agrees, in such capacity, to comply with any “entitlement order” (as defined in Section 8-102 of the UCC) originated by the Secured Party or JPMorgan relating to such Posted Collateral without further consent by Pledgor or any other person. Pledgor consents to the foregoing agreement by the Secured Party in its capacity as securities intermediary.

As to Posted Collateral located in any jurisdiction other than the State of New York, the Secured Party on behalf of JPMorgan 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 the securities intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) with respect to the Secured Party, insofar as it acts as a securities intermediary hereunder or in respect hereof, is the State of New York. As permitted by Article 4 of the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary (the “Hague Convention”), the parties hereto expressly agree that the law of the State of New York shall govern the account in which any Collateral is held at the Collateral Agent and the issues specified in Article 2(1) of the Hague Convention. The provisions of the immediately preceding sentence shall be construed as an amendment to any account agreement governing the account in which any Collateral is held at the Collateral Agent.

(i) The Secured Party shall have the right to receive and retain in the Collateral Account all proceeds of the Posted Collateral (including, without limitation, any and all income, payments, dividends or distributions of whatever kind of character, whether in cash or other rights or property, at any time or from time to time made, owing or payable on account of any Posted Collateral) as additional Posted Collateral, and Pledgor shall take all such action as the Secured Party shall deem necessary or appropriate to give effect to such right.

(ii) Unless an Early Termination Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Posted Collateral, provided that Pledgor shall not vote the Posted Collateral or give consents, waivers or ratifications in connection with the Posted Collateral that is intended to impair the value of the Posted Collateral and/or the Secured Party’s rights under the Master Confirmation or diminish its control over the Posted Collateral, and the Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of Pledgor stating that no Early Termination Event shall have occurred and be continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Posted Collateral that is registered, or held through a securities intermediary, in the name of the Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to the Secured Party; provided, however, that (A) the Secured Party shall only be required to deliver such proxies, powers of attorneys, consents, ratifications and waivers as have actually been received by it in respect of the Posted Collateral and (B) the Secured Party shall only be required to make such deliveries as quickly as reasonably practicable after its receipt of the relevant documents and the written request.

(iii) If an Early Termination Event shall have occurred and be continuing, the Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Posted Collateral with the same force and effect as if the Secured Party were the absolute and sole owner thereof.

(i) JPMorgan hereby irrevocably appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Annex as are delegated to the Collateral Agent by the terms hereof, together with all such powers as are reasonably incidental thereto.

(ii) The obligations of the Collateral Agent hereunder are only those expressly set forth in this Annex.

(iii) The Collateral Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

(iv) Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with this Annex (A) with the consent or at the request of JPMorgan or (B) in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

(v) Counterparty shall indemnify the Collateral Agent against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the Collateral Agent’s gross negligence or willful misconduct) that the Collateral Agent may suffer or incur in connection with this Annex or any action taken or omitted by the Collateral Agent under this Annex.

(vi) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Posted Collateral in its possession or control or in the possession or control of any agent, bailee, clearing corporation or securities intermediary or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of all Posted Collateral if such Posted Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Posted Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent, bailee, clearing corporation or securities intermediary selected by the Collateral Agent in good faith (or selected by an agent, bailee, clearing corporation or securities intermediary so selected by the Collateral Agent or by any agent, bailee, clearing corporation or securities intermediary selected in accordance with this parenthetical phrase).

(vii) Any corporation or association into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of JPMorgan, be and become a successor Collateral Agent hereunder and vested with all of the title to the Posted Collateral and all of the powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

“(ii) in the case of certificated securities registered in the name of Pledgor, by delivery of certificates representing such securities to Secured Party, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank (including any related documentation required by the transfer agent for such securities in connection with effecting or registering transfer), with signatures appropriately guaranteed, all in form and substance satisfactory to the Secured Party and the crediting of such securities to the Collateral Account;

(iii) in the case of uncertificated securities registered in the name of Pledgor, by transmission by Pledgor of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Secured Party or its nominee, accompanied by any required transfer tax stamps, and the issuer’s compliance with such instructions;

(iv) in the case of securities in respect of which security entitlements are held by Pledgor through a securities intermediary other than the Secured Party, by the crediting of such securities, accompanied by any required transfer tax stamps, to a securities account of the Secured Party or Pledgor at such securities intermediary or, at the option of the Secured Party, at another securities intermediary satisfactory to the Secured Party and, if such securities account is an account of Pledgor, the execution by such securities intermediary, Pledgor and the Secured Party of a Control Agreement in form and substance satisfactory to the Secured Party; and

(v) in the case of securities in respect of which security entitlements are held by Pledgor through the Secured Party as Pledgor’s securities intermediary (including securities in respect of which securities entitlements are held by Pledgor through the Collateral Account), by the grant of the Security Interest hereunder.”

“'Pledgor' means Counterparty.”

“'Secured Party' means Collateral Agent, on behalf of itself and as agent of and for the benefit of JPMorgan.”

(b)           “Authorized Officer” of Counterparty means any officer as to whom Counterparty shall have delivered notice to the Secured Party that such officer is authorized to act hereunder on behalf of Counterparty.

(c)           “Collateral Account” shall mean the securities account specified as such in a Supplemental Confirmation or Trade Notification, and shall include all accounts or subaccounts (including deposit accounts) related thereto, and all deposits, stocks, securities, bonds, instruments and other property credited thereto or carried therein.

(d)           “Collateral Event of Default” means, at any time, the occurrence of either of the following: (A) failure of the Posted Collateral to include, as Eligible Collateral for each Transaction hereunder, at least a number of Shares equal to the Number of Transaction Shares or (B) failure at any time of the Security Interest to constitute valid and perfected security interest in all of the Posted Collateral, subject to no prior or equal Lien, and, with respect to any Posted Collateral consisting of securities or security entitlements, as to which the Secured Party has control, or, in each case, assertion of such by Pledgor in writing.

(e)            “Control Agreement” means a securities account control agreement or other similar agreement executed by a securities intermediary, including without limitation any master securities control agreement among the Secured Party and any of its affiliates, as amended from time to time, pursuant to which such securities intermediary agrees to comply with entitlement orders originated by the Secured Party with respect to the Posted Collateral without further consent by Counterparty.

(f)            “DTC” means The Depositary Trust Company, a New York corporation, or its successor.

(g)           “Early Termination Event” means an Event of Default or Potential Event of Default with respect to which Counterparty is the Defaulting Party or any Termination Event with respect to which Counterparty is an Affected Party or an Extraordinary Event that results in the obligation of Counterparty to pay an amount pursuant to Article 12 of the Equity Definitions.

(h)           “Eligible Collateral” means Shares; provided that Pledgor has good and marketable title thereto, free of all Liens (other than the Security Interests) and Transfer Restrictions, other than the Existing Transfer Restrictions.

(i)             “Existing Transfer Restrictions” means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act) and such securities are “restricted securities” (as such term is defined in Rule 144) that have a holding period (calculated in accordance with Rule 144(d)) commencing on or prior to November 30, 2023.

(j)             “Independent Amount” means, with respect to Secured Party, none, and with respect to Pledgor, a number of Shares equal to the Number of Transaction Shares (the “Initial Pledged Securities”). Such Shares shall be in book-entry form without any restrictive legends, and shall be registered in the name of the DTC’s nominee, maintained in the form of book entries on the books of the DTC, and shall be allowed to be settled through DTC’s regular book-entry settlement services.

(k)            “Initial Pledged Securities” has the meaning given to such term in the definition of “Independent Amount”.

(l)             “Lien” means any lien, mortgage, security interest, pledge, charge, adverse claim or encumbrance of any kind.

(m)           “Security Interests” means the security interests granted under Paragraph 2.

(n)            “Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement (whether arising under this Agreement, another contract, applicable law or otherwise) and, when used as a verb, the exercise of any such right or the imposition of any such requirement.

(o)           “Transfer Restriction” means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto whether set forth in such security or other property itself or in any document related thereto, including without limitation (A) any requirement that any sale, assignment or other transfer or enforcement of such security or other property be consented to or approved by any Person, including without limitation the issuer thereof or any other obligor thereon, (B) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such security or other property, (C) 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 security or other property, prior to the sale, pledge, assignment or other transfer or enforcement of such security or other property, (D) any registration or qualification requirement or prospectus delivery requirement for such security or other property pursuant to any federal, state or foreign securities law (including without limitation any such requirement arising under the Securities Act) and (E) any legend or other notification appearing on any certificate representing such property to the effect that any such condition or restriction exists; provided that the required delivery of any assignment, instruction or entitlement order from the seller, Counterparty, assignor or transferor of such security or other property, together with any evidence of the corporate or other authority of such Person, shall not constitute a “Transfer Restriction.”

(p)          “UCC” means the Uniform Commercial Code as in effect in the State of New York.

Except as otherwise set forth herein, each of the following terms as used herein shall have the meanings given such term in the UCC section set forth opposite such term:

(a)          “Value” with respect to Other Eligible Support and Other Posted Support means: Not applicable.

(b)          “Transfer” with respect to Other Eligible Support and Other Posted Support means: Not applicable.

(a)           JPMorgan: As provided in Section 3(q) of the Master Confirmation.

(b)          Counterparty: As provided in Section 3(q) of the Master Confirmation.

(a)          JPMorgan: As provided in Section 3(q) of the Master Confirmation.

(b)          Counterparty: As provided in Section 3(q) of the Master Confirmation.

(a)           Form of Annex. The parties hereby agree that the text of the body of this Annex is intended to be the printed form of 1994 ISDA Credit Support Annex (Security Interest - New York Law) as published and copyrighted by the International Swaps and Derivatives Association, Inc. and Paragraphs 1-12 thereof (as modified herein) are hereby incorporated by reference and made a part hereof.