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[***]

 

Telephone

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Please deliver Immediately

Page 1 of

23

Date

January 7, 2026

Trade Date:

As specified on Schedule B hereto

Effective Date:

One Settlement Cycle after The Trade Date

Final Date:

As specified on Schedule B hereto

Shares:

As specified on Schedule B hereto

Number of Shares:

As of the start of the Trade Date, zero Shares, and subject to adjustment as provided herein

Exchange(s):

As specified on Schedule B hereto

Related Exchange(s):

All Exchanges

Calculation Agent:

Dealer; provided that the Calculation Agent shall, upon request by the other party, provide a written explanation of any calculation, determination, or adjustment made by it including, where applicable, a description of the methodology and the basis for such calculation, determination or adjustment in reasonable detail (it being understood that the Calculation Agent shall not be obligated to disclose any proprietary models used by it for such calculation or other information that may be subject to contractual, legal or regulatory obligations not to disclose such information).

Equity Amounts:

Equity Amount Payer:

Dealer

Initial Price:

As specified on the Adjustment Notice, as updated from time to time

Equity Notional Reset:

Not Applicable

Equity Notional Amount:

The product of the Number of Shares multiplied by the Initial Price

Type of Return:

Total Return

Floating Amounts:

Floating Amount Payer:

Counterparty

Notional Amount:

The Equity Notional Amount

Calculation Period:

Each period from, and including, one Period End Date to, but excluding, the next following Period End Date, except that (a) the initial Calculation Period will commence on, and include, the Effective Date, and (b) the final Calculation Period will end on, but exclude the final Cash Settlement Payment Date.

Floating Rate Option:

USD-Overnight Bank Funding Rate as defined in Supplement number 50 to the 2006 Definitions

Designated Maturity:

Not applicable

Reset Date:

Each Period End Date

Compounding:

Applicable

Compounding Dates

Each Reset Date

Spread:

As specified on Schedule B hereto

Floating Rate Day Count Fraction:

Actual/360

Business Day:

New York

Business Day Convention:

Modified Following

Notional Amount Increase:

On any Exchange Business Day beginning on the date hereof, Counterparty may request an increase in the current Number of Shares by providing a written or oral request to Dealer (each such request, a “Number of Shares Increase Request”), which request will be deemed to include a representation that Counterparty is not making such Number of Shares Increase Request on the basis of material non-public information regarding the Issuer or the Shares as of the date of such request. Dealer may reject or accept in full or in part (unless such Number of Shares Increase Request specifies “all or none”) any such Number of Shares Increase Request and shall notify Counterparty promptly after the close of trading on the Exchange on the day of the relevant Number of Shares Increase Request, (i) the additional number of Shares by which it has actually increased the Number of Shares as a result and (ii) the Initial Price for such increased Number of Shares as of such day (each such notification, an “Additional Number of Shares Notice”).

 

On the first Business Day after a week in which an Additional Number of Shares Notice was issued, Dealer shall send to Counterparty a notice in the form of Schedule A hereto (or other form providing substantially the same information) (an “Adjustment Notice”) setting forth the following information with respect to each increase as of each previous Additional Number of Shares Notice: (i) the Number of Shares, (ii) the Equity Notional Amount, and (iii) the Initial Price.

 

If, with respect to any Adjustment Notice, Dealer does not receive from Counterparty an objection in writing to such Adjustment Notice within one Local Business Day of the date on which Dealer makes such Adjustment Notice available to Counterparty (or, if earlier, the latest day by which the relevant Transaction must be confirmed in accordance with applicable law or regulation) (the “Confirmation Time”), then Counterparty shall be deemed to have agreed to the terms of such Adjustment Notice and to have confirmed such Adjustment Notice at the Confirmation Time.

Settlement Terms:

Settlement Method:

Cash Settlement

Settlement Currency:

USD

Relevant Price:

The arithmetic average of the VWAP Prices for each Averaging Date (or if such VWAP Price is not available or is, in the Calculation Agent’s reasonable discretion, erroneous, the Calculation Agent’s reasonable good faith estimate of such price on such Averaging Date using a similar volume-weighted methodology) minus the Adjustment Amount specified on Schedule B hereto.

Cash Settlement Payment Date:

The date that is one Settlement Cycle after the Valuation Date.

Valuation Time:

At the Scheduled Closing Time on the Exchange.

Valuation Date:

The final Averaging Date for the Transaction.

Averaging Dates:

The twenty Exchange Business Days immediately following and including the Final Date (such period, the “Averaging Period”), or such other period as the parties may agree. For the avoidance of doubt, Dealer may extend the Averaging Date period and thereby postpone the Cash Settlement Payment Date for the Transaction to the extent deemed necessary (1) upon the advice of outside counsel; or (2) in Dealer’s good faith and reasonable determination, if the average daily trading volume of the Shares has materially declined since the date this Confirmation was executed

The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time 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” and inserting the words “at any time on any Averaging Date” after the word “material,” in the third line thereof.

 

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.

 

Notwithstanding anything to the contrary in the Equity Definitions, to the extent that a Disrupted Day occurs on any Averaging Date, the Calculation Agent may, in its good faith and commercially reasonable discretion, postpone the final Averaging Date or the Trade Date by the number of Scheduled Trading Days equal to the number of Disrupted Days. If any such Disrupted Day is a Disrupted Day because of a Market Disruption Event, the Calculation Agent shall determine whether (i) such Disrupted Day is a Disrupted Day in full, in which case the VWAP Price for such Disrupted Day shall not be included for purposes of determining the Relevant Price or Initial Price, as the case may be, or (ii) such Disrupted Day is a Disrupted Day only in part, in which case the VWAP Price for such Disrupted Day shall be determined by the Calculation Agent based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of the relevant Market Disruption Event, and the weighting of the VWAP Price for the relevant Exchange Business Days, shall be adjusted in a commercially reasonable manner by the Calculation Agent for purposes of

Dividend Amount Adjustment:

With respect to any ordinary or extraordinary cash dividend or distribution on the Shares for which the Record Date occurs during the Dividend Period, the Calculation Agent shall reduce the Initial Price on the Dividend Amount Adjustment Date; provided that, for any dividend for which the ex-dividend date occurs on any Averaging Date, the Calculation Agent shall reduce the Initial Price by an amount equal to the dividends paid on the fraction of the Number of Shares equal to the number of Averaging Dates remaining on the date the Shares begin trading ex-dividend (including the date on which the Shares begin trading ex-dividend) divided by the total number of Averaging; provided further that for any Dividend Amount for which (x) the relevant Record Date occurs during the Dividend Period, and (y) the relevant Dividend Amount Adjustment Date occurs after any Cash Settlement Payment Date or Optional Early Termination Settlement Date with respect to all or a portion of the Transaction, as applicable, Dealer shall remit to Counterparty, within one Settlement Cycle after such Dividend Amount Adjustment Date, an amount in the Settlement Currency equal to the product of (i) such Dividend Amount multiplied by (ii) the number of shares constituting the portion of the Number of Shares as of such Record Date for which no adjustment under “Dividend Amount Adjustment” was made on such Dividend Amount Adjustment Date. Notwithstanding the above, if the Initial Price is reduced pursuant to an adjustment above and the related Dividend Amount is not paid at the time and in the amount scheduled, then Dealer shall have the right to further adjust the Initial Price to account for such deficiency or (if the Transaction has then terminated) Counterparty will be required, upon request of Dealer, to promptly remit to Dealer an amount determined by the Calculation Agent as appropriate to account for such deficiency. The obligations of Counterparty pursuant to this provision will survive settlement or termination of the Transaction.

Dividend Amount Adjustment Date:

In respect of any cash dividend or distribution on the Shares, the Dividend Receipt Date (or if such day is not a Currency Business Day, the Currency Business Day immediately following such date).

Dividend Receipt Date:

The date of receipt of a dividend by holders of record.

Record Date:

Each relevant date of determination of holder of record status.

Dividend Amount:

The Paid Amount; provided that the last sentence of Section 10.1 of the Equity Definitions shall be deleted.

Dividend Period:

The period commencing on and including the Clearance System Business Day that is one Settlement Cycle following the Trade Date and ending on but excluding the final Cash Settlement Payment Date.

Method of Adjustment:

Calculation Agent Adjustment

New Shares:

The definition of “New Shares” in Section 12.1(i) of the Equity Definitions shall apply; provided, however, that if the Exchange mentioned therein is located in the United States, the definition of “New Shares” shall be amended by deleting subsection (i) in its entirety and replacing it with the following: “(i) 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)”.

Consequences of Merger Events:

(a) Share-for-Share:

Calculation Agent Adjustment

(b) Share-for-Other:

Calculation Agent Adjustment

(c) Share-for-Combined:

Calculation Agent Adjustment

Tender Offer:

Applicable

Consequences of Tender Offers:

(a) Share-for-Share:

Calculation Agent Adjustment

(b) Share-for-Other:

Calculation Agent Adjustment

(c) Share-for-Combined:

Calculation Agent Adjustment

Composition of Combined
Consideration:

Not Applicable

Nationalization, Insolvency or
Delisting:

Cancellation and Payment

law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date and (2) if only subsection (Y) of the definition is applicable, the sole remedy for Dealer shall be an adjustment to the exercise, settlement, payment or other pricing terms of the Transaction to account for the economic effect on the Transaction of such event, as determined by Dealer in a commercially reasonable manner.

Failure to Deliver:

Not Applicable

Hedging Disruption:

Applicable

Hedging Party:

Dealer

Insolvency Filing:

Applicable

Optional Early Termination and Additional Termination Events:

Optional Early Termination:

Counterparty may, upon one Scheduled Trading Day’s prior notice (or such earlier time as the parties may agree) to Dealer, terminate the Transaction, in whole or in part, by designating any Scheduled Trading Day as the “Optional Early Termination Final Date” for the Transaction or portion thereof. For the avoidance of doubt, if such right is exercised pursuant to the terms hereof, with respect to the Transaction or that portion of the Transaction that is terminated, (1) the Optional Early Termination Final Date shall be deemed to be the Final Date (subject to Disrupted Day provisions, if applicable), (2) the Optional Early Termination Settlement Date (as defined below) shall be deemed to be the Cash Settlement Payment Date, (3) the Relevant Price shall be calculated in accordance with “Settlement Terms” above as if the Optional Early Termination Final Date were the Final Date, and (4) the Calculation Agent shall make the calculations described under “Valuation” and “Settlement Terms” above with respect to all or a portion of the Transaction being terminated, as applicable, and the remainder of the Transaction, if any, shall continue in accordance with its terms.

Optional Early Termination Settlement Date:

The date that is one Settlement Cycle following the Valuation Date.

Other Synthetic Exposure:

It will constitute an Additional Termination Event hereunder if Counterparty at any time has obtained any synthetic economic exposure to  the Shares (including any cash-settled only

instruments) with an entity other than Dealer or any of its Affiliates. For the purpose of the foregoing Termination Event, Counterparty shall be the Affected Party.

Consequences of Early Termination, Extraordinary Events or Additional Disruption Events:

Representations:

Non-Reliance:

Applicable

Agreement and Acknowledgments

Regarding Hedging Activities:

Applicable

Additional Acknowledgments:

Applicable

Acknowledgments and Agreements with Respect to Hedging:

 

 

 

“Valuation Agent” means Dealer. Notwithstanding Paragraph 4(c) of the CSA, calculations will only be provided upon a reasonable demand made by Counterparty.

 

 

 

 

“Valuation Date” means any Local Business Day in New York.

 

 

 

 

“Valuation Time” means the close of business in New York on the Local Business Day immediately preceding the relevant Valuation Date.

 

 

 

 

“Notification Time” means 11:00 a.m. New York time on a Local Business Day.

 

 

 

 

“Resolution Time” means 11:00 a.m., New York time, on the first Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5 of the CSA.

 

 

 

 

Conditions Precedent. The following Termination Event(s) will be a “Specified Condition” for a party (that party being the Affected Party if the Termination Event occurs with respect to that party): (A) Credit Event Upon Merger and (B) Additional Termination Event(s).

 

 

 

 

Interest Rate. Interest with respect to U.S. Dollars will accrue from day to day at a rate equal to the “Federal Funds Rate”, set forth in H.15 (519) for that day opposite the caption “Federal Funds (Effective)”, or such other rate as may be agreed by the parties. If on any day such rate is not yet published in H.15 (519), the rate for such day will be the rate set forth in Bloomberg Screen page FEDL01<INDEX><HP><GO> for that day under the caption “FED FUNDS EFFECTIVE”, or such other rate as may be agreed by the parties. If on any day, the appropriate rate for such day is not yet published in either H.15 (519) or Bloomberg Screen page FEDL01<INDEX><HP><GO>, the rate for such day will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal funds arranged by three leading brokers of U.S. Dollar Federal funds transactions in New York City selected in good faith by both parties prior to 9.00 a.m., New York City time, on such day, or such other rate as may be agreed by the parties.

 

For this purpose, “H.15 (519)” shall have the meaning specified in the Annex to the 2006 ISDA Definitions as published by ISDA.

 

“Interest Period” as defined in Paragraph 12 of the CSA is replaced with “means the period from and including the first day of each calendar month, to and including the last day of each calendar month.”

 

 

 

 

Eligibility to Hold Posted Collateral. Dealer and Counterparty will be entitled to hold Posted Collateral pursuant to Paragraph 6(b) of the CSA.

 

 

 

 

Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to the parties.

 

 

 

 

Transfer of Interest Amount. The transfer of the Interest Amount will be made on or before the third Local Business Day of each calendar month with respect to the preceding calendar month.

 

 

 

 

Instructions for Transfers. As agreed between the parties from time to time.

 

 

 

Other CSA Provisions.

 

(1) Amendment to Events of Default.

 

 

 

(2) Amendments to Transfer Timing and Calculations. Paragraph 4(b) of the CSA is amended by replacing the words “the next” in the third line thereof with the word “such” and replacing the word “second” in the fifth line thereof with the word “next” and deleting the word “thereafter” in the fifth line thereof.

 

 

Elections and variables for the purposes of section 10 of the SEC IM Supplement:

 

 

 

 

General Principles:

 

 

 

Covered Transaction (SEC IM): Means this Transaction.

Margin Approach (SEC). The parties agree to apply the Greater of Margin Flow (SEC IM/IA) Approach.

Threshold (SEC IM): Means:

 

 

Negative Interest Protocol:

Additional ISDA Provisions:

2002 Master Agreement Protocol:

Upon entering into this Confirmation, Counterparty shall be deemed to have adhered to the 2002 Master Agreement Protocol

 

 

 

and all Annexes thereto as published by ISDA and shall be bound by its terms and conditions.

 

 

Relationship Between Parties:

 

Each of Dealer and Counterparty represents to the other party as of the date of this Confirmation that:

 

 

 

 

 

 

Specified Entity:

 

“Specified Entity” will not apply to Dealer or Counterparty for any purpose.

 

 

Additional Termination Events:

 

Additional Termination Events will apply. Each of the following shall constitute an Additional Termination Event:

 

 

 

 

No Plan Assets. On any day during the term of this Confirmation and Transaction, the assets of Counterparty are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) or Similar Law. For the purpose of the foregoing Termination Event, Counterparty shall be the Affected Party.

 

“Similar Law” means any law, regulation, rule, policy, procedure or provision that is similar to Section 406 of ERISA or Section 4975 of the Code, including, without limitation, by reason of the investment of one or more governmental plans (within the meaning of Section 3(32) of ERISA) in Counterparty.

 

 

 

 

Failure to Deliver Financial Statements. Counterparty fails to deliver or provide its audited annual financial statements or its

 

 

 

 

unaudited quarterly financial statements within the timeframe specified herein. For the purpose of the foregoing Termination Event, Counterparty shall be the Affected Party.

 

 

Documents to be Delivered:

 

For the purpose of Section 4(a)(i) and (ii) of the ISDA Form, Counterparty agrees to deliver the following documents (each such document to be covered by the representation in Section 3(d) of the ISDA Form): (1) a copy of its most recent annual report containing the consolidated financial statements certified by independent certified public accountants and prepared in accordance with accounting principles that are generally accepted in the country in which Counterparty is organized no later than 125 calendar days after the end of each fiscal year and an unaudited consolidated balance sheet of Counterparty and, as applicable, any Credit Support Provider, (including the Net Asset Value of Counterparty) (the “Quarterly Report”) as of the end of each fiscal quarter of Counterparty, no later than 75 calendar days after the end of such fiscal quarter; (2) evidence of Counterparty’s authority to enter into this Confirmation and the authority and signature specimens of persons authorized to sign on behalf of Counterparty reasonably satisfactory to Dealer upon execution of this Confirmation; and (3) copies of its organizational documents, offering memorandum, investment management agreement, investment policies, procedures, restrictions, or guidelines upon execution of this Confirmation.

 

 

Other Terms:

 

The following provisions shall apply as if they had been elected to apply or incorporated in a Schedule to the ISDA Form:

 

 

 

 

Credit Event Upon Merger. The “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form shall not apply to Dealer and shall not apply to Counterparty.

 

 

 

 

Default Under Specified Transaction. The “Default under Specified Transaction” provisions of Section 5(a)(v) of the ISDA Form shall not apply to Dealer and shall not apply to Counterparty.

 

 

 

 

Automatic Early Termination. The “Automatic Early Termination” provisions of Section 6(a) of the ISDA Form will not apply to Dealer or Counterparty.

 

 

 

 

Termination Currency. United States Dollars.

 

 

 

 

Jurisdiction. Section 13(b) of the ISDA Form is amended by: (i) deleting in the second line of subparagraph (i)(2) thereof the word “non-” and adding “and any court with competent appellate jurisdiction over those courts’ decisions” at the end of subparagraph (i)(2); and (ii) deleting sub-paragraph (iii) thereof.

 

 

 

 

WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO JURY TRIAL WITH RESPECT TO ANY OBLIGATION ARISING UNDER, OR IN CONNECTION WITH, THIS CONFIRMATION, THE TRANSACTION OR THE AGREEMENT.

 

FATCA. Withholding Tax imposed on payments to non-US counterparties under the United States Foreign Account Tax Compliance Act. Any “Tax”, in respect of any payment (other than interest under Section 9(h) of the ISDA Form) to be made by one party to the other party hereunder, and any “Indemnifiable Tax” as defined in Section 14 of the ISDA Form shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of 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 ISDA Form.

2015 Section 871(m) Protocol. Dealer is an adherent to the ISDA 2015 Section 871(m) Protocol published by ISDA on November 2, 2015, as may be amended or modified from time to time (the “Section 871(m) Protocol”). In the event that Counterparty is not an adherent to the Section 871(m) Protocol, Dealer and Counterparty hereby agree that the definitions and provisions contained in the Section 871(m) Protocol, including the Attachment thereto, will be deemed to be incorporated herein, mutatis mutandis, as though such definitions and provisions were set out in full herein, with such conforming changes as are necessary to deal with what would otherwise be inappropriate or incorrect cross-references. The parties further agree that the Implementation Date (as such term is defined in the Section 871(m) Protocol) shall be the date of execution of this Confirmation.

Reporting Consent. The parties agree that solely as between Dealer and Counterparty, the definitions and provisions contained in the ISDA 2013 Reporting Protocol published by ISDA on May 10 2013, including the Attachment thereto (the “Reporting Protocol”), will be deemed to be incorporated herein, mutatis mutandis, as though such definitions and provisions were set out in full herein, with such conforming changes as are necessary to deal with what would otherwise be inappropriate or incorrect cross references. The parties further agree that the Implementation Date (as such term is defined in the Reporting Protocol) shall be the date of execution of this Confirmation.

ISDA August 2012 DF Protocol and ISDA March 2013 DF Protocol. Notwithstanding anything to the contrary in the August DF Protocol Agreement or the August DF Protocol Questionnaire (collectively, the “August DF Protocol Documents”), or in the March DF Protocol Agreement or the March DF Protocol Questionnaire (collectively, the “March DF Protocol Documents”), including anything therein that provides in substance that such agreements may only be adhered to with

 

 

 

respect to existing Protocol Covered Agreements, the parties hereby agree that:

 

 

 

For purposes hereof, (i) the “August DF Protocol Agreement” means the ISDA August 2012 DF Protocol Agreement, published on August 13, 2012, by ISDA, (ii) the “August DF Protocol Questionnaire” means the ISDA August 2012 DF Protocol Questionnaire, published on August 13, 2012 by ISDA, (iii) the “March DF Protocol Agreement” means the ISDA March 2013 DF Protocol Agreement, published on March 22, 2013, by ISDA and (iv) the “March DF Protocol Questionnaire” means the ISDA March 2013 DF Protocol Questionnaire, published on March 22, 2013 by ISDA.

 

Notwithstanding anything to the contrary in the ISDA 2021 SBS Top-Up Protocol published by the International Swaps and Derivatives Association, Inc. on May 3, 2021, (the “SBS Top-Up Protocol”), if each party has adhered or has deemed to have adhered to both the ISDA August 2012 DF Protocol and the ISDA March 2013 DF Protocol and previously delivered its completed ISDA August 2012 DF Protocol Questionnaire and ISDA March 2013 DF Protocol Questionnaire in accordance with paragraphs 3 of each of the ISDA August 2012 DF Protocol Agreement and the March 2013 DF Protocol Agreement (collectively, “Protocol Covered Agreements”), then as of the date of this Agreement, the Protocol Covered Agreements will be amended pursuant to the terms of Appendix 1 and Appendix 2 to the SBS Top-Up Protocol for all purposes of the SBS Top-Up Protocol, and such date will be the Amended Effective Date.

 

Miscellaneous:

Credit Support Provider:

In relation to Dealer: [***]

 

In relation to Counterparty: KKR North America Fund XIV SCSp

Governing Law:

Office:

For the purposes of the Transaction, Dealer is not a Multibranch Party, and Counterparty is not a Multibranch Party.

Counterparts:

[***]

By:

/s/ [***]

Name: [***]

Title: [***]

TARHEEL INVESTORS III L.P.

 

By: Tarheel Investors III GP LLC, its general partner

 

 

 

By:

/s/ [***]

 

Name: [***]

 

Title: [***]

 

Date:

_________, 202[●]

 

 

To:

Tarheel Investors III L.P. (“Counterparty”)

 

 

From:

[***] (“Dealer”)

Adjustment Date

Increased Number of Shares

Applicable Initial Price ($)

 

Yours faithfully,

 

 

 

[***]

 

 

 

By:

 

 

 

Name:

 

 

Title: